Common use of Company Repurchase Right Clause in Contracts

Company Repurchase Right. From and after a Repurchase Event with respect to any Management Stockholder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase right.

Company Repurchase Right. From and after a At any time during the ninety (90) day period commencing on the date Executive's employment with the Company terminates (the "Repurchase Event with respect to any Management StockholderPeriod"), the Company and its subsidiaries shall have the right, right (but not the obligation, ) to repurchase from Executive all or any portion of the Company vested Restricted Shares held by such Management Stockholder in accordance with pursuant to the terms of this Section 5 for 8(d). Except as provided in the Purchase Pricefollowing sentence, within thirty (30) days of the date on which the Company notifies the Executive that it is exercising its repurchase right hereunder, the Company shall pay to Executive the Fair Market Value (as defined in the Plan) of such Restricted Shares as of the first day of the Repurchase Period (the "Repurchase Amount"). Notwithstanding the preceding sentence, (i) in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other repurchase right exercises under other restricted stock agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Repurchase Amount in a single payment, the Company may elect to pay 40% of the Repurchase Amount (the "Initial Payment") at the time it exercises its repurchase right hereunder, and the remaining 60% of the Repurchase Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than the first anniversary of the Initial Payment; provided, however, that on or before the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) consummation of any Change in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete PeriodControl, the Company shall have until ninety (90) days following pay Executive the expiration full, unpaid balance of the applicable Non-Compete Period) Repurchase Amount. In the event that the Company elects to exercise its repurchase rightpay 60% of the Repurchase Amount in installments, interest on the unpaid balance shall be calculated using the prime rate, as published in the Wall Street Journal or a similar publication on the date prior to each payment date.

Company Repurchase Right. From and after Upon Participant’s ceasing to be a Repurchase Event with respect to Service Provider for any Management Stockholderreason, the Company and its subsidiaries shall have the right, but not the obligation, right and option to repurchase all or any portion of the Company Restricted Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; providedfrom Participant, howeveror Participant’s transferee or legal representative, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in as the case of may be, for a Management Stockholder with an effective employment agreement purchase price equal to the price per Share paid for such Restricted Shares (containing non-compete provisions) with the “Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete PeriodRepurchase Right”). The Company or any of its subsidiaries may exercise its right the Company Repurchase Right by delivering, personally or by registered mail, to purchase such Company Shares until Participant (or his or her transferee or legal representative, as the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Sharescase may be), within ninety (90) days after of the termination date Participant ceases to be a Service Provider, a notice in writing indicating the Company’s intention to exercise the Company Repurchase Right and setting forth a date for closing not later than thirty (30) days from the mailing of employmentsuch notice. The closing shall take place at the Company’s office. At the closing, the holder of any certificates for the Restricted Shares shall deliver the stock certificate or certificates evidencing the Restricted Shares, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or shall deliver the purchase price therefore. At its Affiliates during the applicable Non-Compete Periodoption, the Company may elect to make payment for the Restricted Shares to a bank selected by the Company. The Company shall have until avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. If the Company does not elect to exercise the Company Repurchase Right by giving the requisite notice within ninety (90) days following the expiration date Participant ceases to be a Service Provider, the Company Repurchase Right shall terminate. The Restricted Shares shall be released from the Company Repurchase Right upon vesting of the applicable Non-Compete Period) Option with respect to exercise its repurchase rightsuch Shares in accordance with the terms of this Option Agreement. For the avoidance of doubt, all Restricted Shares shall at all times be assumed to be unvested Shares to the fullest extent possible under the terms of this Option Agreement, unless otherwise provided by the Administrator. Fractional Shares shall be rounded down to the nearest whole Share.

Company Repurchase Right. From and after The Company (or a Repurchase Event with respect to any Management Stockholder, designee of the Company and its subsidiaries Company) shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if shares of Common Stock and Preferred Stock held by any Management Holder upon the termination of employment of such Management Holder as set forth herein. In the case of (i) a termination of employment by any Management Holder without Good Reason during the Management Stockholder’s employment is terminated for Cause period commencing on the date hereof and ending on the fifth anniversary of the date hereof or (ii) a termination of employment of any Management Holder by the Company for Cause at any time, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the lower of the Original Cost and the Fair Market Value. In the case of a Management Stockholder with an effective termination of employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with Holder other than as set forth on the preceding sentence, the Company (or its Affiliatesdesignee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the greater of the Original Cost and the Fair Market Value. Notwithstanding the foregoing, in the event a Realization Event or a dissolution, winding up or liquidation of the Company occurs within six (6) months of the termination of employment of any Management Holder without Cause or the resignation of any Management Holder for Good Reason, the Company will pay or cause to be paid to such Management Stockholder voluntarily resigns and joins a Competitor during Holder the Non-Compete Period. The Company or any excess, if any, of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) net proceeds that is (i) with respect to Company Shares held would have been received by such Management Stockholder on Holder in such Repurchase Event (including, only with respect sale transaction if the Company did not repurchase such Management Holder's shares over the purchase price actually paid to a for Cause termination, such Management Holder by the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect Company pursuant to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase rightrights hereunder.

Company Repurchase Right. From and after a Repurchase Event with respect to any Management Stockholder, (a) Termination without Cause or Voluntary Termination by the Restricted Member. In the event that the Company and its subsidiaries shall have the right, but not the obligation, terminates a Restricted Member’s services to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that without Cause or a Restricted Member voluntarily terminates his services to the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety the right to repurchase such Restricted Member’s Restricted Units that are not subject to the automatic redemption set forth above in Section 3.9 for a period of 270 days following such termination upon at least ten (9010) days following prior written notice to such Restricted Member (the expiration “Repurchase Notice”). Subject to Article 3.10(b), the repurchase price for such Restricted Units shall be a cash amount equal to the fair market value (as determined by the Company’s Management Board) of such Restricted Units, taking into account discounts for lack of marketability and lack of control, to the extent applicable (the “Repurchase Price”). The Repurchase Notice shall include the proposed Repurchase Price. If the Restricted Member 19 disputes the proposed Repurchase Price, such Restricted Member shall deliver written notice of such dispute to the Company within twenty (20) days of receipt of the applicable NonRepurchase Notice (the “Dispute Notice”). If such Restricted Member fails to deliver a Dispute Notice to the Company within such 20-Compete Periodday period, such Restricted Member shall be deemed to have agreed with and shall be bound by the Repurchase Price proposed in the Repurchase Notice. If such Restricted Member delivers a Dispute Notice to the Company within such 20-day period, the Company and such Restricted Member shall select a reputable valuation firm to determine the fair market value of such Restricted Units. In the event that the Company and such Restricted Member do not agree upon a valuation firm within sixty (60) days of the date the Company delivered the Repurchase Notice to exercise its repurchase right.such Restricted Member, the Company and such Restricted Member shall each select a reputable valuation firm and instruct the valuation firms to select a third reputable valuation firm. The fair market value of such Restricted Units shall then be determined by such third valuation firm. The fees and costs of the valuation firms engaged pursuant to this Article 3.9 shall be borne equally between the Company and such Restricted Member. (b)