Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. If the Company desires to exercise the Purchase Option, it will do so by delivering or sending to Stockholder, within one hundred and twenty (120) days after the Company first has written notice of the occurrence of the triggering event described in Section 4(a), a written notice specifying the number of Unvested Shares which the Company elects to purchase, the aggregate Purchase Price, and a date for the closing under this Section 4, which date will not be more than thirty (30) days from the date of such notice. The closing of the purchase and sale of such Shares will take place at the principal offices of the Company or such other place as the Company and Stockholder may agree. At the closing, Stockholder (along with any transferees permitted pursuant to the terms of Section 8 of this Agreement) will transfer to the Company the number of Unvested Shares specified in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of a certificate or certificates representing those Shares, duly endorsed for transfer or accompanied by duly executed stock powers. Upon its receipt of such certificate or certificates, the Company will pay for such Unvested Shares by any of the following methods, chosen in sole discretion: (i) by delivery to Stockholder of a check in the amount of the aggregate Purchase Price; (ii) by reduction of indebtedness owed by Stockholder to the Company in that amount; or (iii) by a combination of the foregoing methods; provided, however, that in the event the funds of the Company legally available are insufficient to make such payment, in whatever method the Company may choose, those funds which are legally available will be used to make such payment and any unpaid portion of such payment will be paid at such time as funds become legally available. Alternatively, the Company may assign the Purchase Option to one or more Persons.

Exercise of Purchase Option. If For a Convertible Note to be so purchased at the Company desires to exercise option of the Purchase OptionHolder, it will do so by delivering or sending to Stockholder, within one hundred and twenty the Paying Agent must receive: (120i) days after from the Company first has Holder a written notice of purchase (a “Purchase Notice”) at any time from the occurrence opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date stating: (A) the portion of the triggering event described in Section 4(a), a written notice specifying principal amount of the number of Unvested Shares Convertible Note which the Company elects Holder will deliver to purchase, the aggregate Purchase Price, and a date for the closing under this Section 4be purchased, which date will not portion must be more than thirty in principal amounts of $1,000 or an integral multiple thereof; (30B) days from the date of that such notice. The closing Convertible Note shall be purchased as of the purchase and sale of such Shares will take place at the principal offices of the Company or such other place as the Company and Stockholder may agree. At the closing, Stockholder (along with any transferees permitted Purchase Date pursuant to the terms and conditions specified in paragraph 6 of Section 8 of the Global Security and in this AgreementIndenture; (C) will transfer to if an Accounting Event has occurred and the Company has elected, pursuant to Section 3.3(c), to pay the number of Unvested Shares specified Purchase Price in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of a certificate or certificates representing those Common Shares, duly endorsed for transfer or accompanied by duly executed stock powers. Upon its receipt whether, if such portion of such certificate or certificates, the Company will pay for such Unvested Shares by Purchase Price shall ultimately become payable entirely in cash because any of the following methodsconditions to payment of the Purchase Price in Common Shares is not satisfied prior to the close of business on the relevant Purchase Date as set forth in Section 3.3(e), chosen in sole discretion: such Holder elects (i) by delivery to Stockholder withdraw such Purchase Notice as to some or all of a check in the Convertible Notes to which such Purchase Notice relates (stating the expected principal amount of the aggregate Purchase Price; Convertible Notes as to which such withdrawal shall relate), or (ii) by reduction to receive cash in respect of indebtedness owed by Stockholder the entire Purchase Price for all Convertible Notes (or portions thereof) to which such Purchase Notice relates; and (D) delivery of such Convertible Note to the Company in that amount; Paying Agent prior to, on or after the Purchase Date (iiitogether with all necessary endorsements) by a combination at the offices of the foregoing methodsPaying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor, together with all accrued interest; provided, however, that such Purchase Price, together with all accrued interest, shall be so paid pursuant to this Section 3.3 only if the Convertible Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the event related Purchase Notice, as determined by the funds Company. If a Holder, in a Purchase Notice or a written notice of withdrawal delivered to the Paying Agent in accordance with Section 3.5, fails to indicate such Holder’s choice with respect to the election set forth in clause (C) of Section 3.3(b)(i), such Holder shall be deemed to have elected to receive cash in respect of the entire Purchase Price for all Convertible Notes subject to such Purchase Notice in the circumstances set forth in such clause (C). The Company legally available are insufficient shall purchase from the Holder thereof, pursuant to make this Section 3.3, a portion of a Convertible Note if the Principal Amount of such payment, in whatever method portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Company may choose, those funds which are legally available will be used purchase of all of a Convertible Note also apply to make the purchase of such payment and any unpaid portion of such payment will be paid at such time as funds become legally availableConvertible Note. Alternatively, Any purchase by the Company may assign contemplated pursuant to the provisions of this Section 3.3 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Option Date and compliance with Section 3.3(b). Notwithstanding anything herein to one the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.3(b) shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.5. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or more Personswritten notice of withdrawal thereof.

Exercise of Purchase Option. The Restricted Party shall notify the other Parties of the occurrence of any Triggering Event. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events listed in Section 7.7.1 (a), (b) or (d), at the higher of the “Fair Market Value” and the nominal value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Event (c), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by Mx. Xxxxxxx Xxxxx, Managing Director at SMC Corporate Finance GmbH with his principle place of business at Fxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx as independent expert, or if such independent expert refuses or is not able to act, by an experienced international accounting firm appointed by the President of the Zurich Chamber of Commerce, (“Expert”) on the basis of a valuation of the Company desires using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within 30 days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another 20 days. The Option Parties shall exercise the Purchase Option no later than 20 days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, it will do so by delivering or sending to Stockholderon the other hand, within one hundred shall bear the fees, costs and twenty (120) days after the Company first has written notice expenses of the occurrence Expert in proportion to the fair market values claimed by them at the beginning of the triggering event described in Section 4(a), a written notice specifying procedure differing from the number of Unvested Shares which fair market value as determined by the Company elects to purchaseExpert. If requested by the Expert, the aggregate Purchase Pricerelevant Restricted Party, on the one hand, and a date for the closing under this Section 4Option Parties who announced their intent to exercise the Purchase Option, which date will not be more than thirty (30) days from on the date other hand, shall make advance payments in respect of such notice. The closing of the purchase fees, costs and sale of such Shares will take place at the principal offices of the Company or such other place as the Company and Stockholder may agree. At the closing, Stockholder (along with any transferees permitted pursuant expenses to the terms of Section 8 of this Agreement) will transfer to the Company the number of Unvested Shares specified Expert in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of a certificate or certificates representing those Shares, duly endorsed for transfer or accompanied by duly executed stock powers. Upon its receipt of such certificate or certificates, the Company will pay for such Unvested Shares by any of the following methods, chosen in sole discretion: (i) by delivery to Stockholder of a check in the amount of the aggregate Purchase Price; (ii) by reduction of indebtedness owed by Stockholder to the Company in that amount; or (iii) by a combination of the foregoing methods; provided, however, that in the event the funds of the Company legally available are insufficient to make such payment, in whatever method the Company may choose, those funds which are legally available will be used to make such payment and any unpaid portion of such payment will be paid at such time as funds become legally available. Alternatively, the Company may assign the Purchase Option to one or more Personsequal parts.

Exercise of Purchase Option. If the (a) The Company desires to may exercise the Purchase Option, it will do so Option with respect to Unvested Shares by delivering or sending mailing to Stockholderthe Employee (or his estate), within one hundred and twenty (120) 60 days after the Company first has written notice termination of the occurrence employment of the triggering event described in Section 4(a)Employee with the Company, a written notice specifying of exercise of the Purchase Option. Such notice shall specify the number of Unvested Shares which to be purchased. If and to the Company elects to purchaseextent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) The Company shall pay to the Employee the aggregate Purchase PriceOption Price for such repurchased Shares against delivery of the certificate or certificates representing the Shares to be purchased by the Company. The written notice to the Employee shall specify the address at, and a the time and date for the closing under this Section 4on, which payment of the Option Price for such repurchased Shares is to be made (the "Closing"). The date will specified shall not be less than ten (10) days nor more than thirty sixty (3060) days from the date of such notice. The closing the mailing of the purchase notice, and sale of such the Employee or his or her successor in interest with respect to the Shares will take place at the principal offices of the Company or such other place to be so repurchased shall have no further rights as the Company owner thereof from and Stockholder may agreeafter the date specified in the notice. At the closingClosing, Stockholder (along with any transferees permitted pursuant the Option Price for such repurchased Shares shall be delivered to the terms of Section 8 of this Agreement) will transfer to Employee or his or her successor in interest and the Company the number of Unvested Shares specified in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of a certificate or certificates representing those Sharesbeing purchased, duly endorsed for transfer transfer, shall, to the extent that they are not then in the possession of the Company, be delivered to the Company by the Employee or accompanied by duly executed stock powers. Upon its receipt of such certificate his or certificatesher successor in interest. (c) After the time at which the Purchase Option is exercised with respect to any Shares, the Company will shall not pay for any dividend to the Employee on account of such Unvested Shares by or permit the Employee to exercise any of the following methods, chosen in sole discretion: (i) by delivery to Stockholder privileges or rights of a check stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the amount Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the aggregate Purchase Price; (ii) by reduction Company, in cancellation of all or a portion of any outstanding indebtedness owed by Stockholder of the Employee to the Company or in that amount; cash (by check) or (iii) by a combination both. Notwithstanding the foregoing, if the Employee has outstanding one or more loans for the purchase of the foregoing methods; provided, however, that Shares in the event the funds favor of the Company legally available are insufficient to make such paymentCompany, in whatever method then unless otherwise agreed by the Company may choose, those funds which are legally available will be used to make such payment Employee and any unpaid portion of such payment will be paid at such time as funds become legally available. Alternativelythe Company, the Company shall exercise the Purchase Option in full and shall apply the payment of all amounts owed upon such exercise to the payment of such loans, in proportion to the face amount of such loans. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign the its Purchase Option to one or more Personspersons or entities.