Common use of Investor Rights Clause in Contracts

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, for the Employee Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation), the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentence) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Election -------- Period"). ------ (iii) As soon as practicable but in any event within five (5) days after the expiration of the Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 days after the delivery of the Second Option Notice (with such 5-day period referred to herein as the "Second Election --------------- Period"). ------ (iv) As soon as practicable but in any event within five days after the expiration of the Election Period or the Second Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Stock as to the number of shares of Employee Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Executive Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ 180th day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 32, for the Employee Executive Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation)Shares, the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. , Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentencesentences) by delivering written notice to the Company within 30 days after receipt of the Option option Notice from the Company (such 30-day period being referred to herein as the "Investor Election -------- Period"). ------. (iii) As soon as practicable but in any event within five (5) days after the expiration of the Investor Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. , Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 10 days after the delivery of the Second Option Notice (with such 510-day period referred to herein as the "Second Investor Election --------------- Period"). ------, (iv) As soon as practicable but in any event within five (5) business days after the expiration of the Investor Election Period or the Second Investor Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Executive Stock as to the number of shares of Employee Executive Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Executive Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Executive Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Executive Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ 180th day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, 2. for the Employee Executive Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation)Shares, the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. , Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentencesentences) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election -------- Period"). ------. (iii) As soon as practicable but in any event within five (5) days after the expiration of the Investor Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. , Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 10 days after the delivery of the Second Option Notice (with such 510-day period referred to herein as the "Second Investor Election --------------- Period"). ------. (iv) As soon as practicable but in any event within five (5) business days after the expiration of the Investor Election Period or the Second Investor Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Executive Stock as to the number of shares of Employee Executive Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Executive Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Executive Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ day following the Termination Date, Date (ii) the 45/th/ day following the date any Employee Stock is issued, or in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (Period, within 45 days of the date the Company becomes aware of any such participation, but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, for the Employee Stock the Company has not elected to purchase (the "Available Shares"). ---------------- As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, Date (ii) or the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (Activity, but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation), the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available ------------- Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentence) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Election -------- Period"). ------ (iii) As soon as practicable but in any event within five (5) days after the expiration of the Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 days after the delivery of the Second Option Notice (with such 5-day period referred to herein as the "Second Election --------------- Period"). ------ (iv) As soon as practicable but in any event within five (5) days after the expiration of the Election Period or the Second Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Stock as to the number of shares of Employee Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Executive Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ 180th day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, 2 for the Employee Executive Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation)Shares, the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. , Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentencesentences) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Investor Election -------- Period"). ------. (iii) As soon as practicable but in any event within five (5) days after the expiration of the Investor Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. , Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 10 days after the delivery of the Second Option Notice (with such 510-day period referred to herein as the "Second Investor Election --------------- Period"). ------. (iv) As soon as practicable but in any event within five (5) business days after the expiration of the Investor Election Period or the Second Investor Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Executive Stock as to the number of shares of Employee Executive Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Executive Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Executive Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ day following the Termination Date, Date (ii) the 45/th/ day following the date any Employee Stock is issued, or in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (Period, within 45 days of the date the Company becomes aware of any such participation, but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, for the Employee Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event ---------------- within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, Date (ii) or the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (Activity, but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation), the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth ------------- the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentence) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Election -------- Period"). ------ (iii) As soon as practicable but in any event within five (5) days after the expiration of the Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option Notice"); provided that if in -------------------- the aggregate such Investors elect to purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 days after the delivery of the Second Option Notice (with such 5-day period referred to herein as the "Second Election --------------- Period"). ------ (iv) As soon as practicable but in any event within five (5) days after the expiration of the Election Period or the Second Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Stock as to the number of shares of Employee Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.

Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Executive Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participationOption, the Investors will be entitled to exercise the Repurchase Option, only in the manner set forth in this paragraph 3, for the Employee Executive Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, but ---------------- but in any event within thirty ten (3010) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation), the Company will deliver written notice (the "Option Notice") to the Investors setting ------------- setting forth the number of Available Shares and the price for each Available Share. (ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentencesentences) by delivering written notice to the Company within 30 10 days after receipt of the Option Notice from the Company (such 3010-day period being referred to herein as the "Investor Election -------- Period"). ------------------------------ (iii) As soon as practicable but in any event within five (5) days after the expiration of the Investor Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the remaining Available Shares on the same terms as described above (the "Second Option ------------- Notice"); provided that if in -------------------- the aggregate such Investors elect to ------ purchase more than the remaining Available Shares, such remaining Available Shares purchased by each such Investor will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Investors. Each Investor may elect to purchase any of the remaining Available Shares available to such Investor by delivering written notice to the Company within 5 days after the delivery of the Second Option Notice (with such 5-day period referred to herein as the "Second Investor Election --------------- ------------------------ Period"). ------ (iv) As soon as practicable but in any event within five (5) business days after the expiration of the Investor Election Period or the Second Investor Election Period (if any) the Company will, if necessary, notify the holder(s) of Employee Executive Stock as to the number of shares of Employee Executive Stock being purchased from the holder(s) by the Investors (the "Supplemental Repurchase Notice"). At the time the Company ------------------------------ delivers a ------------------------------ Supplemental Repurchase Notice to the holder(s) of Employee Executive Stock, the Company will also deliver to each electing Investor written notice setting forth the number of shares of Employee Executive Stock the Company and each Investor will acquire, the aggregate purchase price to be paid and the time and place of the closing of the transaction.