Common use of Deferral of Purchases Clause in Contracts

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares at any time pursuant to Section 4.1 or 4.2, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive that it is not obligated to purchase hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred, any Shares which Executive or Executive’s Family Group, as applicable, has elected to sell or the Company has elected to purchase, but which in accordance with Section 5.1(a) is not purchased at the applicable time provided in Section 4.1 or 4.2, shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that the purchase of such Shares are no longer prohibited under Section 5.1(a) and the Company shall give Executive five (5) days’ prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares or Options at any time pursuant to Section 4.1 or 4.24, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares and/or Options would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no insufficient cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive the Participant that it is not obligated to purchase hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurredherein, any Shares and/or Options which Executive or Executive’s Family Group, as applicable, has elected to sell or the Company has elected elects or is required to purchase, but which in accordance with Section 5.1(a) is not purchased at the applicable time provided in Section 4.1 or 4.24, shall be purchased by the Company (x) by delivery of a promissory note for the applicable purchase price payable at such time as would not result in equal installments of up to three (3) yearsa Financing Default, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or put right, as applicable, or at the applicable Applicable Federal Rate AFR at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a promissory note as described in clause (x) is not permitted due to the terms of any outstanding Company or Subsidiary indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that the purchase of such Shares and/or Options are no longer prohibited under Section 5.1(a) and the Company shall give Executive the Participant five (5) days’ prior notice of any such purchase. . (c) Notwithstanding anything herein to the contrarycontrary contained herein, prior to at any time during the payment 10 day period following the expiration of the purchase price under this 15 day period referred to in the last sentence of Section 5.15.1(a), Executive the Participant or Executivethe Participant’s Family Group may withdraw the Shares subject to the put option described in Section 4.14.1 and, in the case of a previously exercised put option, the closing of such put transaction shall be suspended during such 10 day period and such transaction shall be cancelled if the Participant or the Participant’s Family Group withdraws the Shares.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares Units at any time pursuant to Section 4.1 or 4.24, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such Units, (i) to the extent that the purchase of such Shares Units or the payment to the Company or one of its subsidiaries of a cash dividend or distribution by a subsidiary of the Company to fund such purchase (together with any other purchases of Units pursuant to Section 4 or pursuant to similar provisions in agreements with other employees of the Company and its subsidiaries of which the Company has at such time been given or has given notice and together with cash dividends and distributions to fund such other purchases) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries subsidiaries or any of its or their property or property, (B) after giving effect thereto, in a Financing DefaultDefault or (C) adverse accounting treatment for the Company, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, dividend or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Companydistribution. The Company shall, shall within fifteen (15) days of learning of any such fact, fact so notify Executive the members of Director Group that it is not obligated to purchase units hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred4, any Shares Units which Executive or Executive’s Family Group, as applicable, a member of Director Group has elected to sell to the Company or which the Company has elected to purchasepurchase from members of Director Group, but which in accordance with Section 5.1(a) is are not purchased at the applicable time provided in Section 4.1 or 4.24, shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) yearsprice, bearing together with interest thereon at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after in effect on the date the prohibition such purchase is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) so deferred on or prior to the fifteenth (15th) day after such date or dates that (after taking into account any purchases (and related dividends and distributions) to be made at such time pursuant to agreements with other employees of the Company and its subsidiaries) the purchase of such Shares Units (and related dividends and distributions) are no longer prohibited under Section 5.1(a) ), and the Company shall give Executive the members of Director Group five (5) days’ days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares Units at any time pursuant to Section 4.1 or 4.24, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such units, (i) to the extent that the purchase of such Shares units or the payment to the Company or one of its subsidiaries of a cash dividend or distribution by a subsidiary of the Company to fund such purchase (together with any other purchases of Units pursuant to Section 4 or pursuant to similar provisions in agreements with other employees of the Company and its subsidiaries of which the Company has at such time been given or has given notice and together with cash dividends and distributions to fund such other purchases) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, dividend or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Companydistribution. The Company shall, shall within fifteen (15) days of learning of any such fact, fact so notify the members of the Executive Group that it is not obligated to purchase units hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred4, any Shares Units which a member of the Executive or Executive’s Family Group, as applicable, Group has elected to sell to the Company or which the Company has elected to purchasepurchase from members of the Executive Group, but which in accordance with Section 5.1(a) is are not purchased at the applicable time provided in Section 4.1 or 4.24, shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that (after taking into account any purchases (and related dividends and distributions) to be made at such time pursuant to agreements with other employees of the Company and its subsidiaries) the purchase of such Shares units (and related dividends and distributions) are no longer prohibited under Section 5.1(a) ), and the Company shall give the members of the Executive Group five (5) days’ days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, the Company shall not be obligated to purchase any Shares Common Units at any time pursuant to Section 4.1 or 4.24, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such Common Units, (i) to the extent that the purchase of such Shares Common Units (together with any other purchases of Common Units pursuant to Section 4 of other management Option Agreements or the Management Common Unit Subscription Agreements) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries subsidiaries or any of its or their material property (which violation is material to the Company, its directors or members or the repurchase of units) or (B) after giving effect thereto, in a Financing Default, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, shall within fifteen (15) days of learning of any such fact, fact so notify the members of the Executive Group that it is not obligated to purchase units hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred4, any Shares Common Units which a member of the Executive or Executive’s Family Group, as applicable, Group has elected to sell to the Company or which the Company has elected to purchasepurchase from members of the Executive Group, but which in accordance with Section 5.1(a) is are not purchased at the applicable time provided in Section 4.1 or 4.24, shall to the extent then owned by the Executive Group be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that the purchase of such Shares are it is no longer prohibited from purchasing such units under Section 5.1(a) (after taking into account any purchases to be made at such time pursuant to the agreements with other Management Option Holders), and the Company shall give the members of the Executive Group five (5) days’ days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares Common Units at any time pursuant to Section 4.1 or 4.24, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such Common Units, (i) to the extent that the purchase of such Shares Common Units (together with any other purchases of Common Units pursuant to Section 4 of other management Option Agreements or the Management Common Unit Subscription Agreements) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries subsidiaries or any of its or their material property (which violation is material to the Company, its directors or members or the repurchase of units) or (B) after giving effect thereto, in a Financing Default, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, shall within fifteen (15) days of learning of any such fact, fact so notify the members of the Executive Group that it is not obligated to purchase units hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred4, any Shares Common Units which a member of the Executive or Executive’s Family Group, as applicable, Group has elected to sell to the Company or which the Company has elected to purchasepurchase from members of the Executive Group, but which in accordance with Section 5.1(a) is are not purchased at the applicable time provided in Section 4.1 or 4.24, shall to the extent then owned by the Executive Group be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that (after taking into account any purchases to be made at such time pursuant to the purchase of such Shares are agreements with other Management Option Holders) it is no longer prohibited from purchasing such units under Section 5.1(a) 5.1 (a), and the Company shall give the members of the Executive Group five (5) days’ days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to purchase any Shares Incentive Units at any time pursuant to Section 4.1 or 4.25, regardless of whether it has delivered a Call Notice or received a Put Notice, (i) to the extent that the purchase of such Shares Incentive Units would result in (A) a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Affiliates or Subsidiaries or any of its or their property property, or (B) after giving effect thereto, a Financing Default, ; (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, ; or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, within fifteen (15) days of learning of any such fact, so notify Executive that it is not obligated to purchase hereunder. (b) Notwithstanding anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurredherein, any Shares Incentive Units which Executive or Executive’s Family Group, as applicable, has elected to sell or the Company has elected elects or is required to purchase, but which in accordance with Section 5.1(a) is 6.1 are not purchased at the applicable time provided in Section 4.1 or 4.25, shall be purchased by the Company (x) by delivery of a promissory note for the applicable purchase price payable at such time as would not result in equal installments of up to three (3) yearsa Financing Default, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a promissory note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) day after such date or dates that the purchase of such Shares Incentive Units are no longer prohibited under Section 5.1(a6.1(a) and the Company shall give Executive five (5) days’ prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained herein, the Company Holdings shall not be obligated or permitted to purchase any Shares shares of Common Stock at any time pursuant to Section 4.1 7.2 or 4.2Section 7.3, respectively, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such shares, (i) to the extent that the purchase of such Shares shares (together with any other purchases of Common Stock pursuant to Section 7.2 and/or Section 7.3 or pursuant to similar provisions in the agreements with other management investors of which Holdings has at such time been given or has given notice) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Holdings or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase, or (iii) to the extent that there is a lack of available cash on hand of the Company and no cash is available to the Company. The Company shall, Holdings shall within fifteen (15) 15 days of learning of any such fact, fact so notify Executive the members of the Stockholder Group that it is not obligated or permitted to purchase shares hereunder. (ba) Notwithstanding anything to the contrary contained in Section 4.1 7.2 or 4.2, provided the Lapse Date has not occurredSection 7.3, any Shares shares of Common Stock which Executive or Executive’s Family Group, as applicable, a member of the Stockholder Group has elected to sell to Holdings or the Company which Holdings has elected to purchasepurchase from members of the Stockholder Group, but which in accordance with Section 5.1(a) is 7.5 are not purchased at the applicable time provided in Section 4.1 7.2 or 4.2Section 7.3 (and have not been purchased by AIP or BNS pursuant to Section 7.7), shall be purchased by the Company (x) by delivery of a note for the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) Holdings on or prior to the fifteenth (15th) 15th day after such date or dates that the purchase of (after taking into account any purchases to be made at such Shares are time pursuant to agreements with other management investors) it is no longer prohibited from purchasing such shares under Section 5.1(a) 7.5, and the Company Holdings shall give Executive the members of the Stockholder Group five (5) days’ days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.

Deferral of Purchases. (a) Notwithstanding anything to the contrary contained elsewhere herein, the Company shall not be obligated to purchase any Shares shares of Common Stock at any time pursuant to Section 4.1 or 4.24 hereof, regardless of whether it has delivered a Call Notice or received a Put Noticenotice of its election to purchase any such shares, (i) to the extent that the purchase of such Shares shares (together with any other purchases of Common Stock pursuant to Section 4 hereof, or pursuant to similar provisions in the stock purchase, stock subscription or other agreements with other investors of which the Company has at such time been given or has given notice) would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect theretothereto (including any dividends or other distributions or loans from a Subsidiary of the Company to the Company in connection therewith), in a Financing Default, (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchasepurchase (including any dividends or other distributions or loans from a Subsidiary of the Company to the Company in connection therewith), or (iii) to the extent that there is a lack of available cash on hand of if the Company and no cash is does not have funds available to the Companyeffect such purchase. The Company shall, shall within fifteen (15) 30 days of learning of any such fact, fact so notify Executive the members of the applicable Management Investor Group that it is not obligated to purchase hereundersuch shares and has deferred its right and/or obligation to make such purchase until such violation, Financing Default or unavailability of funds would not result therefrom or be in existence. If, in a purchase pursuant to Section 4.1, the Company gives such a notice the members of the applicable Management Investor Group shall have ten (10) days thereafter to rescind their election to sell the shares to be purchased (the "Purchased Shares") or to reduce the number of shares to be purchased to the maximum number of shares which the Company is able to purchase without such violation, Financing Default or unavailability of funds occurring, subject to any minimum number thereof being specified by the members of the Management Investor Group. The Company agrees to use all commercially reasonable efforts to cure any such Financing Default which is curable. (b) Notwithstanding anything Anything to the contrary contained in Section 4.1 or 4.2, provided the Lapse Date has not occurred4 hereof notwithstanding, any Shares shares of Common Stock which Executive or Executive’s Family Group, as applicable, a member of a Management Investor Group has elected to sell to the Company or which the Company has elected to purchasepurchase from members of the Management Investor Group, but which in accordance with Section 5.1(a) is hereof are not purchased at the applicable time provided in Section 4.1 or 4.24 hereof, shall be purchased by the Company (x) by delivery of a note for on the applicable purchase price payable in equal installments of up to three (3) years, bearing interest at the prime lending rate in effect as of the date of the exercise of the call right or at the applicable Applicable Federal Rate at such time, if greater; provided, however, that the Company shall fully satisfy its obligation under the note sooner if the purchase price is no longer restricted under Section 5.1(a), with such amount paid to Executive or Executive’s Family Group, as applicable, within fifteen (15) days after the date the prohibition is lifted or (y) if purchase by delivery of a note as described in clause (x) is not permitted due to the terms of any outstanding Company indebtedness, or otherwise, then, for the applicable purchase price (measured as of the actual purchase date) on or prior to the fifteenth (15th) tenth business day after such date or dates that (after taking into account any purchases to be made at such time pursuant to stock purchase, subscription or other agreements with other investors and any other agreements or instruments to which any of the purchase Company and its Subsidiaries is a party or by which any of them is bound on a pro rata basis therewith (subject to any binding obligation to do otherwise pursuant to any such Shares are agreement or instrument)) it is no longer prohibited permitted to defer purchasing such shares under Section 5.1(a) hereof, and the Company shall give Executive the Management Investor Group five (5) days’ business days prior notice of any such purchase. Notwithstanding anything herein to the contrary, prior to the payment of the purchase price under this Section 5.1, Executive or Executive’s Family Group may withdraw the Shares subject to the put option described in Section 4.1.