Common use of Commitment to Purchase Shares Clause in Contracts

Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 400 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $400,000 (the "Commitment Amount"). The Purchaser shall be required to purchase such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.

Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 400 225 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $400,000 225,000 (the "Commitment Amount"). The Purchaser shall be required to purchase 17.71 shares upon the commencement of his employment with the Company and the balance of such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.

Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 400 200 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $400,000 200,000 (the "Commitment Amount"). The Purchaser shall be required to purchase such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.

Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 400 150 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $400,000 150,000 (the "Commitment Amount"). The Purchaser shall be required to purchase such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.