Common use of Conditions to the Company's Election to Pay the Repurchase Price Clause in Contracts

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date not less than the Repurchase Price. For purposes of Section 12.01 and this Section 12.02, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Repurchase Date, and (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, if such registration or approval is required, such registration shall be completed or such approval shall be obtained prior to the Repurchase Date; (3) The shares of Common Stock to be issued upon repurchase of Securities hereunder are, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted), prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and nonassessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- --------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each or listed on a national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)exchange, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non- assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- --------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable transferrable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each or listed on a national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)exchange, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non- assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- --------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)Market, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which that may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- --------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each or listed on a national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)exchange, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non- assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- The Company may elect to pay the Repurchase Price by delivery --------------- of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each or listed on a national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)exchange, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non- assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 14.1 if and only if the following conditions shall have been satisfied: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 14.1 and this Section 12.0214.2, the fair market value of the shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, listed on a national securities exchange or approved for quotation on the Nasdaq National Market (including each or listed on a national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)exchange, in either case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 14.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

Conditions to the Company's Election to Pay the Repurchase Price. in Common Stock. ---------------- --------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 12.01 12.1 if and only if the following ------------ conditions shall have been satisfied: (1a) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 12.01 12.1 and ------------ this Section 12.0212.2, the fair market value of the shares of Common Stock shall be ------------ determined by the Company and shall be equal to 95% of the average of the Closing Prices Price Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2b) The As to each Holder, the Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Securities hereunder (i) shall not require registration under any federal securities laws law before such shares may be freely transferable transferrable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or, and if such registration is not completed or approval is required, such registration shall be completed does not become effective or such approval shall be is not obtained prior to the Repurchase Date; (3c) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Securities hereunder areunless such stock is, or shall have been, approved for listing on the New York Stock Exchange or listed or quoted on a national securities exchange or approved for quotation on the Nasdaq National Market (including each national securities exchange on which the Common Stock is generally so listed and the Nasdaq National Market if the Common Stock is so quoted)system, in either case, prior to the Repurchase Date; and (4d) All shares of Common Stock which may be issued upon repurchase of Securities will be issued out of the Company's authorized but unissued Common Stock and willand, will upon issue, be duly and validly issued and fully paid and nonassessable non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 12.02 12.2 are not ------------ satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.