Common use of Company Repurchase Rights Clause in Contracts

Company Repurchase Rights. (a) The Company repurchase rights with respect to the Special Securities are as follows: (i) Within 30 days after the General Repurchase Date, the Company shall repurchase from each Reselling Shareholder, and each Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock (or, in the case of the DLJ Entities, Warrants) equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage. (ii) Notwithstanding anything in the Restricted Stock Purchase Agreements to the contrary, if an Individual Repurchase Date occurs prior to the General Repurchase Date, within 30 days after such Individual Repurchase Date, the Company shall repurchase from the applicable Reselling Shareholder, and such Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage. (b) Promptly after an applicable Repurchase Date the Company will deliver written notice to a Reselling Shareholder. Such notice shall specify the applicable Repurchase Date and shall set forth the number of Shares to be repurchased from each Reselling Shareholder and the aggregate repurchase price thereof. Within five days after delivery of such notice, upon delivery to the Company of the Shares being repurchased, together with one or more related stock powers executed in blank by the Reselling Shareholders, the Company shall pay to each Reselling Shareholder, in immediately available funds, an amount equal to the aggregate repurchase price of the Shares being repurchased therefrom. Each Reselling Shareholder shall represent that he or it owns the Shares being repurchased free and clear of liens other than liens created by the Transaction Documents. (c) Each of the Reselling Shareholders agrees and acknowledges that the Special Securities shall not be transferred (other than to the Company) until 30 days after the General Repurchase Date and until such time shall be voted in the same proportion as all other Shares are voted by the Shareholders at any meeting of the shareholders of the Company. (d) Notwithstanding anything in this Section 4.05 to the contrary, in the event that the Option Section Percentage is zero or a negative number, the Company shall not repurchase from the Reselling Shareholders any Special Securities. (e) As used in this Section 4.05, the following terms have the following meanings:

Company Repurchase Rights. (a) The In the event a Holder ceases to be employed by the Company repurchase rights with respect to or its subsidiaries (the Special Securities are as follows: (i) Within 30 days after the General Repurchase Date"Termination"), the Company shall repurchase from each Reselling Shareholder, Earned Option granted to such Holder and each Reselling Shareholder shall be obligated to sell, at a repurchase price the Shares of $.01 per share, a number of shares of Class A Common Stock (or, in or other securities received upon exercise of this Option received upon the case exercise of Earned Options (whether held by the DLJ Entities, WarrantsHolder or otherwise) equal shall be subject to repurchase by the Company on or after the Holder's Termination date pursuant to the product of terms and conditions set forth in this Section 11 (Athe "Repurchase Option"). The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Earned Option granted or issued to the Holder for the Option Repurchase Price (as defined below) multiplied by the number of such Reselling Shareholder's Special Securities Shares of Common Stock represented by the Option(s) to be repurchased. The Company shall concurrently therewith also have the right, but not the obligation, to purchase all, but not less than all, of the Conversion Shares for the Stock Repurchase Price (as defined below) multiplied by (B) the Option Section Percentage. (ii) Notwithstanding anything in the Restricted Stock Purchase Agreements to the contrary, if an Individual Repurchase Date occurs prior to the General Repurchase Date, within 30 days after such Individual Repurchase Date, the Company shall repurchase from the applicable Reselling Shareholder, and such Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section PercentageConversion Shares to be repurchased. (b) Promptly after an applicable Repurchase Date When and as permitted under paragraph (a) above, the Company will deliver may elect to purchase all of the Earned Options and Conversion Shares by delivering written notice (the "Repurchase Notice") to a Reselling Shareholderthe Holder. Such notice shall specify the applicable The Repurchase Date and shall Notice will set forth the number of Options and the Conversion Shares to be repurchased acquired from each Reselling Shareholder such Holder, the aggregate consideration to be paid for such securities and the aggregate repurchase price thereof. Within five days after delivery of such notice, upon delivery to time and place for the Company closing of the Shares being repurchased, together with one or more related stock powers executed in blank by the Reselling Shareholders, the Company shall pay to each Reselling Shareholder, in immediately available funds, an amount equal to the aggregate repurchase price of the Shares being repurchased therefrom. Each Reselling Shareholder shall represent that he or it owns the Shares being repurchased free and clear of liens other than liens created by the Transaction Documentstransaction. (c) Each The closing of the Reselling Shareholders agrees purchase of the Options and acknowledges that Conversion Shares pursuant to the Special Securities Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be transferred more than forty-five (other 45) days nor less than to the Companytwo (2) until 30 business days after the General delivery of the Repurchase Date Notice. The Company will pay for the Earned Option and until Conversion Shares to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated promissory note payable prior to the six (6) month anniversary of the closing of such time purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate of interest as announced by Citibank, N.A. plus 1% or (iii) both (i) and (ii), in the aggregate amount of the Option Repurchase Price and/or Stock Repurchase Price for such Earned Option or Conversion Shares. Any promissory note issued by the Company pursuant to this Section 11(c) shall be voted in subject to any restrictive covenants under any credit agreements to which the same proportion Company is subject at the time of such purchase. The Company will be entitled to receive customary representations and warranties as to title from the sellers regarding such sale and to require all other Shares are voted by the Shareholders at any meeting of sellers' signatures be guaranteed. The Company may elect to assign its right to purchase hereunder to the shareholders of the CompanyCompany (which right to purchase shall be distributed pro rata to all shareholders (other than the Holder), based upon the number of votes held by such shareholders). The other shareholders (other than the Holder) shall have the same rights and shall be subject to the same obligations as the Company to purchase the Earned Option or the Conversion Shares pursuant to the Repurchase Notice. (d) Notwithstanding anything in this Section 4.05 The Option Repurchase Price and the Stock Repurchase Price shall be equal to the contraryfair market value of the Earned Options or Conversion Shares, as the case may be, as determined by the Company’s Board of Directors in the event that the Option Section Percentage is zero or a negative number, the Company shall not repurchase from the Reselling Shareholders any Special Securitiesits sole and absolute discretion. (e) As used in this Section 4.05, the following terms have the following meanings:

Company Repurchase Rights. a. If the Grantee’s service ceases for any reason, the Company or its assignee may repurchase up to all the vested shares of Common Stock that the Grantee (aand his or her permitted transferee(s), if any) The then holds or thereafter acquires upon exercise of an option granted by the Company during the Grantee’s service. If such cessation of the Grantee’s service ceases by reason of a termination by the Company for Cause (as defined below), the price payable by the Company or its assignee to repurchase rights all shares of Common Stock subject to repurchase hereunder will be, in the aggregate, $1.00. Alternatively, if such cessation of the Grantee’s service ceases for any reason other than termination by the Company for Cause, the price payable by the Company or its assignee to repurchase Common Stock pursuant to this section will be the Fair Market Value of those shares at the time the repurchase right Error! Reference source not xxxxx.xx exercised. Such price may be paid (w) in cash; (x) by offset, to the extent not prohibited by applicable law, of any obligation of the Grantee to the Company or its affiliates; (y) a note of the Company with a five-year term (or such longer period as may be required by any financing agreement to which the Company is a party) yielding the then-current rate of U.S. Treasury Notes with a comparable duration, subject to prepayment by the Company without penalty; or (z) a combination of the foregoing. b. With respect to each share of Common Stock subject to repurchase pursuant to this section, the Company (or its assignee) may exercise its repurchase right by delivery of written notice to the holder of such share at any time during the 365-day period following the date the Grantee’s service with the Company ceases (or, with respect to the Special Securities are as follows: (i) Within 30 days after the General Repurchase Date, shares acquired upon exercise of an option granted by the Company shall repurchase from each Reselling Shareholderduring the Grantee’s service, and each Reselling Shareholder shall be obligated during the 365-day period following such acquisition). All the rights of the holder of any such shares, other than the right to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock (or, receive payment in the case manner described in section, will terminate as of the DLJ Entities, Warrants) equal to the product date of (A) the number of such Reselling Shareholder's Special Securities multiplied delivery by (B) the Option Section Percentage. (ii) Notwithstanding anything in the Restricted Stock Purchase Agreements to the contrary, if an Individual Repurchase Date occurs prior to the General Repurchase Date, within 30 days after such Individual Repurchase Date, the Company shall repurchase from the applicable Reselling Shareholder, and such Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage. (b) Promptly after an applicable Repurchase Date the Company will deliver written notice to a Reselling Shareholder. Such notice shall specify the applicable Repurchase Date and shall set forth the number of Shares to be repurchased from each Reselling Shareholder and the aggregate repurchase price thereof. Within five days after delivery of such notice, upon delivery to the Company of the Shares being repurchasedwritten notice described in this paragraph. c. If a holder of Common Stock becomes obligated to transfer such shares to the Company or its assignee pursuant to this Agreement, together that holder will endorse in blank any certificates evidencing the shares to be sold and deliver those certificates to the Company or its assignee within 15 days of receipt of the notice described above in Section 9.b. Upon such delivery, full right, title and interest in such shares will pass to the Company or its assignee. If a holder of Common Stock fails to deliver those shares in accordance with this Agreement, the Company or its assignee may, at its option, in addition to all other remedies it may have, either (i) send to that holder the purchase price for such shares, as herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of that holder for release upon delivery of the Common Stock in accordance with this Agreement. Thereupon, the Company or its assignee, upon written notice to the holder, will (x) cancel on its books the certificate or certificates representing the Common Stock required to be transferred, and (y) issue, in lieu thereof, in the name of the Company (or its assignee) a new certificate or certificates representing such shares. d. For purposes of this Agreement, “Cause” means the occurrence of any one or more related stock powers executed of the following: (i) the Grantee’s commission of any crime involving fraud, dishonesty or moral turpitude; (ii) the Grantee’s attempted commission of or participation in blank by the Reselling Shareholders, a fraud or act of dishonesty against the Company shall pay to each Reselling Shareholder, that results in immediately available funds, an amount equal (or might have reasonably resulted in) material harm to the aggregate repurchase price business of the Shares being repurchased therefrom. Each Reselling Shareholder shall represent that he Company; (iii) the Grantee’s material violation of any contract or it owns agreement with the Shares being repurchased free and clear of liens other than liens created by Company or its Affiliates, or any duty owed to the Transaction Documents. Company or its Affiliates; (civ) Each of the Reselling Shareholders agrees and acknowledges that the Special Securities shall not be transferred (other than material damage to the Company’s property; (v) until 30 days after the General Repurchase Date and until such time shall be voted in the same proportion as all other Shares are voted conduct by the Shareholders at any meeting Grantee that constitutes insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the shareholders business of the Company. ; or (dvi) Notwithstanding anything in this Section 4.05 the Grantee’s failure to follow the contraryreasonable instructions of his or her supervisor or the Board; provided, in the event however, that the Option Section Percentage action or conduct described in clauses (iii), (v) and (vi) above will constitute “Cause” only if such action or conduct is zero or a negative number, not cured within thirty (30) after the Company shall not repurchase from has provided the Reselling Shareholders any Special SecuritiesGrantee with written notice thereof, provided the same is capable of being cured. (e) As used in this Section 4.05, the following terms have the following meanings:

Company Repurchase Rights. (a) The Company repurchase rights with respect to the Special Securities are as follows: (i) Within 30 days after Upon the General Repurchase Datetermination of your Continuous Service for any reason, the Company shall have the right and option to repurchase all of the Restricted Shares from each Reselling Shareholderyou, and each Reselling Shareholder shall be obligated to sellor your transferee or legal representative, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock (or, in as the case of the DLJ Entitiesmay be, Warrants) for a purchase price equal to the product price per share of Common Stock paid for such Restricted Shares (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage“Company Repurchase Right”). (ii) Notwithstanding anything The Company may exercise the Company Repurchase Right by delivering, personally or by registered mail, to you (or your transferee or legal representative, as the case may be), within ninety (90) days of the date of your termination of Continuous Service, 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 such notice. The closing shall take place at the Company’s office. At the closing, the holder of any certificates for the Restricted Stock Purchase Agreements to Shares shall deliver the contrarystock certificate or certificates evidencing the Restricted Shares, if an Individual Repurchase Date occurs prior to and the General Repurchase Date, within 30 days after such Individual Repurchase DateCompany shall deliver the purchase price therefore. At its option, the Company may elect to make payment for the Restricted Shares to a bank selected by the Company. The Company shall repurchase from avail itself of this option by a notice in writing to Optionee stating the applicable Reselling Shareholdername and address of the bank, date of closing, and such Reselling Shareholder shall be obligated to sell, waiving the closing at a repurchase price of $.01 per share, a number of shares of Class A Common Stock equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section PercentageCompany’s office. (biii) Promptly after an applicable Repurchase Date In addition, the Company will deliver written notice be deemed to a Reselling Shareholder. Such notice shall specify have exercised the applicable Company Repurchase Date and shall set forth Right as of the number of Shares to be repurchased from each Reselling Shareholder and the aggregate repurchase price thereof. Within five days after delivery last day of such noticerepurchase period, upon delivery to unless an officer of the Company notifies you during such ninety (90) day period in writing that the Company expressly declines to exercise the Company Repurchase Right for some or all of the Shares being repurchased, together with one or more related stock powers executed in blank by the Reselling Shareholders, the Company shall pay to each Reselling Shareholder, in immediately available funds, an amount equal to the aggregate repurchase price of the Shares being repurchased therefrom. Each Reselling Shareholder shall represent that he or it owns the Shares being repurchased free and clear of liens other than liens created by the Transaction DocumentsRestricted Shares. (civ) Each The Restricted Shares shall be released from the Company Repurchase Right upon vesting of the Reselling Shareholders agrees and acknowledges that option with respect to such Shares in accordance with the Special Securities terms of this Agreement. For the avoidance of doubt, all Restricted Shares shall not at all times be transferred (other than assumed to be unvested Shares to the Company) until 30 days after fullest extent possible under the General Repurchase Date and until such time terms of this Agreement, unless otherwise provided by the Board. Fractional Shares shall be voted in the same proportion as all other Shares are voted by the Shareholders at any meeting of the shareholders of the Company. (d) Notwithstanding anything in this Section 4.05 rounded down to the contrary, in the event that the Option Section Percentage is zero or a negative number, the Company shall not repurchase from the Reselling Shareholders any Special Securitiesnearest whole share. (e) As used in this Section 4.05, the following terms have the following meanings: