Common use of Company Repurchase Clause in Contracts

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE"), the Company shall, within 30 days after the end of such fiscal year (other than the first fiscal year end occurring after the Closing Date), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFER"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to the Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 4.2 to any Subsidiary of the Company without the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunder.

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASERepurchase"), the Company shall, within 30 days after the end of such fiscal year (other than the first fiscal year end occurring after the Closing Date), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFERRepurchase Offer"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARESPublic Shares") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to the Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 4.2 to any Subsidiary of the Company without the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunder.

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE"Subject to ‎‎Section 9(e), the Company shallmay elect, within 30 days by delivery of the Company Repurchase Notice in accordance with ‎‎Section 9(b), to purchase, from time to time, (i) (A) all (but not less than all) of the outstanding Investor Shares on or after the second anniversary of the Original Issuance Date occurring after the end of the fiscal year for which the Company Rights Trigger Event has occurred (the “Company Investor Share Repurchase Trigger Date”) (i.e., if the Original Issuance Date is February 1, 2023 and the first such fiscal year (other than after the first 5th anniversary of the Original Issuance Date for which positive net income is recorded is the fiscal year end occurring after ending December 31, 2028, the Closing DateCompany Investor Share Repurchase Trigger Date is February 1, 2030) with respect to the Investor Shares and (B) all or any portion of the outstanding Non-Investor Shares if the Company Rights Trigger Event has occurred with respect to the Non-Investor Shares, or (ii) all or any portion of the outstanding Non-Investor Shares if the Company Rights Trigger Event has occurred with respect to the Non-Investor Shares but the Company Investor Share Repurchase Trigger Date has not occurred with respect to the Investor Shares (in each case (i) or (ii), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group “Company Repurchase”) on the terms set forth below date specified in the Company Repurchase Notice relating thereto (the “Company Repurchase Date”) for a "REPURCHASE OFFER"). Each Repurchase Offer shall offer purchase price per each such share of Series A Preferred Stock, payable in cash, equal to purchase a percentage the greater of (x) the Shareholder Group Shares Liquidation Preference with respect to such share of Series A Preferred Stock as of the end applicable Company Repurchase Date and (y) the amount per share of such fiscal year Series A Preferred Stock equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners number of shares of Common Stock other than that such Holders would have received had such Holders, on the Shareholder Group applicable Company Repurchase Date, converted such share of Series A Preferred Stock into Common Stock (the "PUBLIC SHARES") during such fiscal year (or, in the case pursuant to ‎‎Section 6 without regard to any of the Repurchase Offer made in respect limitations on convertibility contained therein), multiplied by the Prevailing Market Price as of the first full fiscal year date of the Company occurring after Repurchase Notice (the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each “Company Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(aPrice”). On the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to the Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 4.2 not exercise the Company Repurchase with respect to any Subsidiary shares of Series A Preferred Stock for which it has elected to exercise the Company without the consent of the Shareholder Group, Investor Share Mandatory Conversion or Mandatory Conversion pursuant to ‎‎Section 7; provided, however, that no such assignment shall relieve the Company may exercise the Company Repurchase with respect to Investor Shares then subject to an Investor Share Mandatory Conversion if such shares have not been converted within 12 months after the date of the Investor Share Mandatory Conversion Notice; provided, further that the Company may exercise the Company Repurchase with respect to any Non-Investor Shares then subject to a Mandatory Conversion if such shares have not been converted within 120 days after the date of its obligations thereunderthe Mandatory Conversion Notice.

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if Upon receipt by the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase a registration demand or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE")request pursuant to this Section 3.1, the Company shallmay, within 30 days after the end of such fiscal year (other but will not be obligated to, purchase for cash from any Holder so demanding or requesting registration all, but not less than the first fiscal year end occurring after the Closing Date)all, deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from Registrable Securities which are the members subject of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFER"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year demand or period, request at a price per share equal to the weighted average per of the Closing Prices of a share purchase price paid of Common Stock for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation ten (10) trading days immediately preceding the date of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to receipt by the Company of the registration demand or request. In the event the Company elects to purchase the Registrable Securities which are the subject of a registration demand or request, the Company shall notify the Holder within 15 days five Business Days of the date of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offerdemand or request by the Company, which notice (the "Purchase Notice") shall specify indicate (i) that the total number Company will purchase for cash the Registrable Securities held by the Holder which are the subject of Shareholder Group Shares as to the demand or request, (ii) the price per share, calculated in accordance with the preceding sentence, which the Repurchase Offer is acceptedCompany will pay the Holder and (iii) the date upon which the Company shall purchase the Registrable Securities (the "Purchase Date"), which date shall be the name or names fifteenth Business Day after receipt of the selling Shareholder Group members and registration demand or request. The Company shall so purchase the number Registrable Securities on the Purchase Date unless the Holder notifies the Company in writing on or before the fifth Business Day following the date on which the Company gives the Purchase Notice to the Holder of Shareholder Group Shares Holder's withdrawal of the registration demand or request with respect to all of the Registrable Securities covered by such demand or request, in which event (i) the Registrable Securities shall not be sold by each such member. (b) Any purchase of Shareholder Group Shares purchased by the Company pursuant to this Section 4.2 on the Purchase Date and (ii) the Holder shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers precluded from making any additional registration demands or requests in respect of such Registrable Securities during the notice of acceptance pursuant to Section 4.2(a). On six-month period following the closing date, receipt by the selling members Company of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to registration demand or request so withdrawn. If the Company evidencing purchases the transfer Registrable Securities which are the subject of a registration demand or request, then upon such Common Stock. The purchase price the Company shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any relieved of its purchase rights obligations under this Section 4.2 with respect to any Subsidiary of the Company without the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunderRegistrable Securities.

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if Upon receipt by the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE")registration request pursuant to this Section 3.1, the Company shallmay, within 30 days after the end of such fiscal year (other but will not be obligated to, purchase for cash from any Holder so requesting registration all, but not less than the first fiscal year end occurring after the Closing Date)all, deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from Registrable Securities which are the members subject of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFER"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, request at a price per share equal to the weighted average per of the Closing Prices of a share purchase price paid of Common Stock for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation ten (10) trading days immediately preceding the date of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to receipt by the Company of the registration request. In the event the Company elects to purchase the Registrable Securities which are the subject of a registration request, the Company shall notify the Holder within 15 days five Business Days of the date of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offerrequest by the Company, which notice shall specify indicate (i) that the total number Company will purchase for cash the Registrable Securities held by the Holder which are the subject of Shareholder Group Shares as to the request, (ii) the price per share, calculated in accordance with the preceding sentence, which the Repurchase Offer is accepted, Company will pay the name or names of Holder and (iii) the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by date upon which the Company pursuant to this Section 4.2 shall be on a mutually determined closing purchase the Registrable Securities, which date which shall not be more later than 20 Business Days the tenth business day after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members receipt of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to registration request. If the Company evidencing so elects to purchase the transfer Registrable Securities which are the subject of a registration request, then upon such Common Stock. The purchase price the Company shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any relieved of its purchase rights obligations under this Section 4.2 with respect to such Registrable Securities. Notwithstanding the foregoing, Company shall be obligated to purchase such Registrable Securities for cash on the terms stated above, and if for any Subsidiary of reason Company is unable to register the Registrable Securities or if Company without elects to delay registration as provided in Sections 3.3(a) or 3.10, provided such Registrable securities are not Excess Partnership Units (as defined in the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunderAmended and Restated Limited Partnership Agreement).

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE"), the Company shall, within 30 days after the end of such fiscal year (other than the first fiscal year end occurring after the Closing Date), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFER"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to the Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 4.2 to any Subsidiary of the Company without the consent of the Shareholder Group, providedPROVIDED, howeverHOWEVER, that no such assignment shall relieve the Company of any of its obligations thereunder.

Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASERepurchase"), the Company shall, within 30 days after the end of such fiscal year (other than the first fiscal year end occurring after the Closing Date), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFERRepurchase Offer"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARESPublic Shares") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is acceptedaccxxxxx, the name or names of the selling Shareholder Group xxx xxxx xx xxxxx xx xxx xxxxxxx Xxxxxxxxxxx Xxoup members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation reasonably satisfactory to the Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 4.2 to any Subsidiary of the Company without the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunder.

Company Repurchase. (a) Until In the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if event that the Company purchases, during fails to comply with any fiscal year provision of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE")this Agreement, the Company shall, shall within 30 days after the end date on which the Company was required to take any action or if such date is undeterminable, the date of such fiscal year the receipt by the Company of a demand from any Holder (other than in either case, the first fiscal year end occurring after the Closing "Initial Date"), deliver to Parent, on behalf of purchase from each Holder all Registrable Securities held by each respective Holder for a purchase price (the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFERPurchase Price"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year ) equal to the percentage that product of (a) the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, average Market Value Per Share during the period beginning on the day following the Closing Initial Date and ending on the fiscal year end date of payment of the first full fiscal year occurring after the Closing DatePurchase Price multiplied by (b) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold Registrable Securities held by each such member. Holder. The Company shall also pay all reasonable costs (bincluding all tranfer taxes, stamp duty or SDRT) Any and fees associated with such purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 Company. Payment of the Purchase Price shall be in immediately available funds. Each Holder may, in its sole discretion, waive its right, in whole or in part, to have the Company repurchase the Registrable Securities held by him and retain the ownership of such Registrable Securities. "Market Value Per Share" at any date shall be (i) the highest reported sale price on a mutually determined closing that date which shall not be more than 20 Business Days after Parent delivers with respect to each type of security in question listed on an international securities exchange or admitted to unlisted trading privileges on such an exchange or, if applicable, (ii) the notice highest reported sale price on that date with respect to each type of acceptance pursuant to Section 4.2(a). On security in question quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ") or the European Association of Securities Dealers Automated Quotation System ("EASDAQ") or, if applicable, (iii) if no such sale is made on such day, the mean of the closing date, the selling members of the Shareholder Group shall deliver the shares of Common Stock being sold bid and documentation reasonably satisfactory to the Company evidencing the transfer of asked prices for such Common Stock. The purchase price shall be paid day on such exchange or reported by wire transfer of immediately available funds to an account NASDAQ or accounts specified by Parent by notice given no less than two Business Days prior to the closing dateEASDAQ. (c) The Company may assign any of its purchase rights under this Section 4.2 to any Subsidiary of the Company without the consent of the Shareholder Group, provided, however, that no such assignment shall relieve the Company of any of its obligations thereunder.