Common use of Company’s Right to Repurchase Clause in Contracts

Company’s Right to Repurchase. In the event of the Participant’s Termination, the Company shall have the right (the “Repurchase Right”), but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (X) any or all of the shares of Common Stock acquired upon the exercise of the Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (Y) any vested but unexercised portion of the Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below: (i) In the event of Termination for Cause, voluntary Termination without Good Reason, or the discovery that the Participant engaged in Detrimental Activity, the Company may exercise the Repurchase Right with respect to all shares previously acquired pursuant to the exercise of the Option. The Repurchase Period under this Section 8(a)(i) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(i) shall be (1) with respect to each share of Class A Common Stock, the lesser of (A) the Unit Exercise Price or (B) the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (ii) In the event of Termination for any reason other than (x) Termination for Cause or (y) voluntary Termination without Good Reason: (A) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option on or prior to the date of Termination. The Repurchase Period under this Section 8(a)(ii)(A) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(ii)(A) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (B) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option after the date of Termination. The Repurchase Period under this Section 8(a)(ii)(B) shall be 90 days from the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(B) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of repurchase and (2) with respect to each share of Class B Common Stock, the par value thereof. (C) the Company may exercise the Repurchase Right with respect to the vested but unexercised portion of the Option. The Repurchase Period under this Section 8(a)(ii)(C) shall be the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(C) shall be the product of (A) the excess (if any) of the Fair Market Value of a share of Class A Common Stock on the date of Termination over the Unit Exercise Price multiplied by (B) the number of shares of Class A Common Stock covered by the Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any shares of Common Stock. (iii) To exercise any Repurchase Right, the Company (or one or more of its designees) shall deliver a written notice to the Participant setting forth the securities to be repurchased and the applicable Repurchase Price thereof, and the date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 days after the date of such notice. On the date of consummation of the repurchase, the Company will pay the Participant the applicable Repurchase Price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of indebtedness of the Participant to the Company. The Company may exercise its Repurchase Rights upon one or more occasions at any time during the Repurchase Periods set forth above. (iv) Notwithstanding the foregoing, the Repurchase Period and the date on which any repurchase is to be consummated may be extended by the Company at any time when repurchase by the Company (A) is prohibited pursuant to applicable law, (B) is prohibited under any debt instrument of the Company or any of its Affiliates or (C) would result in adverse accounting consequences for the Company, in each case as determined by the Company.

Company’s Right to Repurchase. (a) In the event of the Participant’s TerminationTermination for any reason, or if the Participant engages in Detrimental Activity during the period set forth in clause (ii) below, the Company shall have the right (the “Repurchase Right”)right, but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (X) Permitted Transferee), at the repurchase price set forth below, any or all of the shares of Common Stock acquired upon the exercise of the Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (Y) any vested but unexercised portion of the Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below:Shares that are no longer Restricted Stock. (i) In the event of Termination for by the Company without Cause, voluntary Termination without by the Participant for Good Reason, or on account of the discovery that the Participant engaged in Detrimental ActivityParticipant’s death or Disability, the Company may exercise the Repurchase Right repurchase price shall be, with respect to all shares each such Share (including any security that was previously acquired pursuant to RS Property), the exercise Fair Market Value (as defined in the Plan, provided that for purposes of this Agreement and the Shares, the proviso in section (i) of the Option. The Repurchase Period under this Section 8(a)(i) definition of “Fair Market Value” shall be 180 days from disregarded) thereof on the date of Termination. The Repurchase Price under this Section 8(a)(i) shall be (1) with respect to each share of Class A Common Stock, the lesser of (A) the Unit Exercise Price or (B) the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (ii) In the event of Termination for any reason other than (x) Termination for Cause reason, or (y) voluntary Termination without Good Reason: (A) The upon the discovery by the Company may exercise that the Repurchase Right with respect to all shares acquired pursuant to Participant has engaged in Detrimental Activity during the exercise period of employment or service or the Option on or prior to one-year period following the date of Termination. The Repurchase Period under this Section 8(a)(ii)(A) , the repurchase price shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(ii)(A) shall be (1) be, with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of Termination such Share (including all dividends and (2) other RS Property with respect to each share of Class B Common Stockthereto), the par value thereof. (B) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option after the date of Termination. The Repurchase Period under this Section 8(a)(ii)(B) shall be 90 days from the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(B) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of repurchase and (2) with respect to each share of Class B Common Stock, the par value thereof. (C) the Company may exercise the Repurchase Right with respect to the vested but unexercised portion of the Option. The Repurchase Period under this Section 8(a)(ii)(C) shall be the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(C) shall be the product of (A) the excess (if any) of the Fair Market Value of a share of Class A Common Stock on the date of Termination over the Unit Exercise Price multiplied by (B) the number of shares of Class A Common Stock covered by the Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any shares of Common Stock. (iiib) To exercise any Repurchase Rightthe repurchase rights described in Section 5(a), the Company (or one or more of its designees) shall deliver a written notice to the Participant setting (or his or her Permitted Transferee) during the Repurchase Period, which notice shall set forth (i) the securities Shares to be repurchased and (ii) the applicable Repurchase Price thereof, and the approximate date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 90 days after the date of such noticenotice (subject to clause (c) below). Prior to the date of consummation of the repurchase, the Company (or its designees) shall deliver to the Participant (or his or her transferee) a written notice specifying the applicable repurchase price for the securities being purchased. On the date of consummation of the repurchase, (1) the Company (or its designees) will pay the Participant (or his or her transferee) the applicable Repurchase Price repurchase price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of undisputed indebtedness of the Participant to the CompanyCompany or any of its Affiliates or any combination thereof and (2) the Participant (and his or her transferee) shall (x) cooperate with the Company to cause any certificates evidencing the Shares being purchased that are being held in escrow by the Company to be delivered to the Company or its designees, (y) deliver the certificates evidencing the Shares being purchased that are not being held in escrow by the Company (if any), duly endorsed in blank by the Person in whose name the certificate is issued or accompanied, free and clear of any liens, and with stock (or equivalent) transfer taxes affixed and (z) execute and deliver such instruments and other documents to be executed by such Participant (and his and her Permitted Transferees) in connection with such repurchase, in each case, as the Company may request (such instruments and documents, the “Transfer Documents”). The Company may exercise its Repurchase Rights the repurchase rights described in Section 5(a) upon one or more occasions at any time during the applicable Repurchase Periods set forth abovePeriod. (ivc) Notwithstanding the foregoing, the The Repurchase Period and the date on which any repurchase is to be consummated may be extended by the Company Committee at any time when repurchase by the Company (Aor its designees) (i) is prohibited pursuant to applicable law, (Bii) is prohibited under any debt instrument agreement (including any agreement governing indebtedness) (a “Company Agreement”) of the Company or any of its Affiliates or (Ciii) would could result in adverse accounting accounting, tax or financial consequences for the CompanyCompany or any of its Affiliates, in each case as determined by the CompanyCommittee. (d) Notwithstanding the foregoing, the Company shall cease to have rights of repurchase pursuant to this Section 5 on and after the Registration Date.

Company’s Right to Repurchase. In the event of the Participant’s Termination, the Company shall have the right (the “Repurchase Right”), but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (X) any or all of the shares of Common Stock acquired upon the exercise of the Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (Y) any vested but unexercised portion of the Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below: (i) In the event of (x) Termination for Cause, voluntary Termination without Good Reason, or (y) the discovery that the Participant engaged in Detrimental ActivityActivity or (z) prior to November 2, 2017, Termination by the Participant without Good Reason, the Company may exercise the Repurchase Right with respect to all shares previously acquired pursuant to the exercise of the Option. The Repurchase Period under this Section 8(a)(i) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(i) shall be (1) with respect to each share of Class A Common Stock, the lesser of (A) the Unit Exercise Price or (B) the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. For purposes of this Agreement, Fair Market Value shall be determined in good faith by the Committee, in accordance with the terms of the Plan. (ii) In the event of Termination for any reason other than (x) Termination for Cause or (y) voluntary prior to November 2, 2017, Termination by the Participant without Good Reason: (A) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option on or prior to the date of Termination. The Repurchase Period under this Section 8(a)(ii)(A) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(ii)(A) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (B) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option after the date of Termination. The Repurchase Period under this Section 8(a)(ii)(B) shall be 90 days from the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(B) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of repurchase and (2) with respect to each share of Class B Common Stock, the par value thereof. (C) the Company may exercise the Repurchase Right with respect to the vested but unexercised portion of the Option. The Repurchase Period under this Section 8(a)(ii)(C) shall be the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(C) shall be the product of (A) the excess (if any) of the Fair Market Value of a share of Class A Common Stock on the date of Termination over the Unit Exercise Price multiplied by (B) the number of shares of Class A Common Stock covered by the Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any shares of Common Stock. (iii) To exercise any Repurchase Right, the Company (or one or more of its designees) shall deliver a written notice to the Participant setting forth the securities to be repurchased and the applicable Repurchase Price thereof, and the date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 days after the date of such notice. On the date of consummation of the repurchase, the Company will pay the Participant the applicable Repurchase Price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of indebtedness of the Participant to the Company. The Company may exercise its Repurchase Rights upon one or more occasions at any time during the Repurchase Periods set forth above. (iv) Notwithstanding the foregoing, the Repurchase Period and the date on which any repurchase is to be consummated may be extended by the Company at any time when repurchase by the Company (A) is prohibited pursuant to applicable law, (B) is prohibited under any debt instrument of the Company or any of its Affiliates or (C) would result in adverse accounting consequences for the Company, in each case as determined by the Company.

Company’s Right to Repurchase. In the event of the Participant’s Termination, the Company shall have the right (the “Repurchase Right”), but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (X) any or all of the shares of Common Stock acquired upon the exercise of the Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (Y) any vested but unexercised portion of the Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below: (i) In the event of (x) Termination for Cause, voluntary Termination without Good Reason, or (y) the discovery that the Participant engaged in Detrimental ActivityActivity or, (z) prior to November 2, 2017, Termination by the Participant without Good Reason, the Company may exercise the Repurchase Right with respect to all shares previously acquired pursuant to the exercise of the Option. The Repurchase Period under this Section 8(a)(i) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(i) shall be (1) with respect to each share of Class A Common Stock, the lesser of (A) the Unit Exercise Price or (B) the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. For purposes of this Agreement, Fair Market Value shall be determined in good faith by the Committee, in accordance with the terms of the Plan. (ii) In the event of Termination for any reason other than (x) Termination for Cause or (y) voluntary prior to November 2, 2017, Termination by the Participant without Good Reason: (A) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option on or prior to the date of Termination. The Repurchase Period under this Section 8(a)(ii)(A) shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(ii)(A) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (B) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option after the date of Termination. The Repurchase Period under this Section 8(a)(ii)(B) shall be 90 days from the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(B) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of repurchase and (2) with respect to each share of Class B Common Stock, the par value thereof. (C) the Company may exercise the Repurchase Right with respect to the vested but unexercised portion of the Option. The Repurchase Period under this Section 8(a)(ii)(C) shall be the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(C) shall be the product of (A) the excess (if any) of the Fair Market Value of a share of Class A Common Stock on the date of Termination over the Unit Exercise Price multiplied by (B) the number of shares of Class A Common Stock covered by the Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any shares of Common Stock. (iii) To exercise any Repurchase Right, the Company (or one or more of its designees) shall deliver a written notice to the Participant setting forth the securities to be repurchased and the applicable Repurchase Price thereof, and the date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 days after the date of such notice. On the date of consummation of the repurchase, the Company will pay the Participant the applicable Repurchase Price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of indebtedness of the Participant to the Company. The Company may exercise its Repurchase Rights upon one or more occasions at any time during the Repurchase Periods set forth above. (iv) Notwithstanding the foregoing, the Repurchase Period and the date on which any repurchase is to be consummated may be extended by the Company at any time when repurchase by the Company (A) is prohibited pursuant to applicable law, (B) is prohibited under any debt instrument of the Company or any of its Affiliates or (C) would result in adverse accounting consequences for the Company, in each case as determined by the Company.

Company’s Right to Repurchase. (a) In the event of the Participant’s TerminationTermination for any reason, or if the Participant engages in Detrimental Activity during the period set forth in clause (ii) below, the Company shall have the right (the “Repurchase Right”)right, but not the obligation, to repurchase (or to cause one or more of its designees to repurchase) from the Participant (or his or her transferee) (X) Permitted Transferee), at the repurchase price set forth below, any or all of the shares of Common Stock acquired upon the exercise of the Option and still held at the time of such repurchase by the Participant (or his or her transferee) or (Y) any vested but unexercised portion of the Option at the price determined in the manner set forth below (the “Repurchase Price”), during each period set forth below (each, a “Repurchase Period”) and to the extent set forth below:Vested Shares. (i) In the event of Termination for by the Company without Cause, voluntary Termination without by the Participant for Good Reason, or the discovery that termination due to an NMG Non-Renewal, voluntary Termination by the Participant engaged without Good Reason (other than in Detrimental Activityconnection with a Termination by the Company for Cause), or on account of the Participant’s death or Disability, the Company may exercise the Repurchase Right repurchase price shall be, with respect to all shares each such Share (including any security that was previously acquired pursuant to RS Property), the exercise of the Option. The Repurchase Period under this Section 8(a)(i) shall be 180 days from Fair Market Value thereof on the date of Termination. The Repurchase Price under this Section 8(a)(i) shall be (1) with respect to each share of Class A Common Stock, the lesser of (A) the Unit Exercise Price or (B) the Fair Market Value of a share of Class A Common Stock on the date of Termination and (2) with respect to each share of Class B Common Stock, the par value thereof. (ii) In the event of Termination by the Company for any reason other than (x) Termination for Cause Cause, or (y) voluntary Termination without Good Reason: (A) The upon the discovery by the Company may exercise that the Repurchase Right with respect to all shares acquired pursuant to Participant has engaged in Detrimental Activity during the exercise period of employment or service or the Option on or prior to one-year period following the date of Termination. The Repurchase Period under this Section 8(a)(ii)(A) , the repurchase price shall be 180 days from the date of Termination. The Repurchase Price under this Section 8(a)(ii)(A) shall be (1) be, with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of Termination such Share (including all dividends and (2) other RS Property with respect to each share of Class B Common Stockthereto), the par value thereof. (B) The Company may exercise the Repurchase Right with respect to all shares acquired pursuant to the exercise of the Option after the date of Termination. The Repurchase Period under this Section 8(a)(ii)(B) shall be 90 days from the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(B) shall be (1) with respect to each share of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock on the date of repurchase and (2) with respect to each share of Class B Common Stock, the par value thereof. (C) the Company may exercise the Repurchase Right with respect to the vested but unexercised portion of the Option. The Repurchase Period under this Section 8(a)(ii)(C) shall be the latest date on which the Option is permitted to be exercised under this Agreement. The Repurchase Price under this Section 8(a)(ii)(C) shall be the product of (A) the excess (if any) of the Fair Market Value of a share of Class A Common Stock on the date of Termination over the Unit Exercise Price multiplied by (B) the number of shares of Class A Common Stock covered by the Option being repurchased. For the avoidance of doubt, upon such repurchase such Option shall no longer be exercisable for any shares of Common Stock. (iiib) To exercise any Repurchase Rightthe repurchase rights described in Section 6(a), the Company (or one or more of its designees) shall deliver a written notice to the Participant setting (or his or her Permitted Transferee) during the Repurchase Period (a “Repurchase Notice”), which notice shall set forth (i) the securities Shares to be repurchased and (ii) the applicable Repurchase Price thereof, and the approximate date on which such repurchase is to be consummated, which date shall be not less than 15 days or more than 30 90 days after the date of such noticenotice (subject to clause (c) below). Prior to the date of consummation of the repurchase, the Company (or its designees) shall deliver to the Participant (or his or her transferee) a written notice specifying the Fair Market Value for the Shares being purchased. On the date of consummation of the repurchase, (1) the Company (or its designees) will pay the Participant (or his or her transferee) the applicable Repurchase Price repurchase price in cash or, in the Company’s discretion and to the extent not prohibited by law, by cancellation of undisputed indebtedness of the Participant to the CompanyCompany or any of its Affiliates or any combination thereof and (2) the Participant (and his or her transferee) shall (x) cooperate with the Company to cause any certificates evidencing the Shares being purchased that are being held in escrow by the Company to be delivered to the Company or its designees, (y) deliver the certificates evidencing the Shares being purchased that are not being held in escrow by the Company (if any), duly endorsed in blank by the Person in whose name the certificate is issued or accompanied, free and clear of any liens, and with stock (or equivalent) transfer taxes affixed and (z) execute and deliver such instruments and other documents to be executed by such Participant (and his and her Permitted Transferees) in connection with such repurchase, in each case, as the Company may request (such instruments and documents, the “Transfer Documents”). The Company may exercise its Repurchase Rights the repurchase rights described in Section 6(a) upon one or more occasions at any time during the applicable Repurchase Periods set forth abovePeriod. (ivc) Notwithstanding the foregoing, the The Repurchase Period and the date on which any repurchase is to be consummated may be extended by the Company Committee at any time when repurchase by the Company (Aor its designees) (i) is prohibited pursuant to applicable law, or (Bii) is prohibited under any debt instrument of Company Agreement. (d) Notwithstanding the foregoing, the Company or any shall cease to have rights of its Affiliates or (C) would result in adverse accounting consequences for repurchase pursuant to this Section 6 on and after the Company, in each case as determined by the CompanyRegistration Date.