Common use of Liquidity Rights Clause in Contracts

Liquidity Rights. (a) (i) If permitted under the Certificate of Incorporation, the Bylaws, all financing agreements and all other contracts applicable to the Company or any of its Subsidiaries as well as under applicable law, and (ii) if the Board determines in its good faith judgment that the applicable share repurchases and dividends referenced in this Section 7.2 are then in the best interests of the Company and its stockholders, then the Company shall use its Available Cash to repurchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends in accordance with this Section 7.2 during each Liquidity Window (as defined below). The Board shall make the determination pursuant to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice Date”), which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital to the Company for any purpose, including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends. (b) In order to request a repurchase of any Management Shares during a Liquidity Window, a Management Stockholder must provide written notice to the Company (A) if pursuant to section 7.2.(c)(i), by the beginning of the Liquidity Window, or (B) if pursuant to section 7.2.(c)(iii), within thirty (30) days following the Notice Date (a “Tender Notice”) which Tender Notice shall specify the number of Management Shares (including any shares of Common Stock to be issued upon settlement of restricted stock units or exercise of stock options occurring after the date of his or her Tender Notice and prior to the expiration of the applicable Liquidity Window) that such Management Stockholder elects to have repurchased, up to such Management Stockholder’s Liquidity Cap, in accordance with this Section 7.2. The number of shares so specified in such Management Stockholder’s Tender Notice are referred to herein as the “Tendered Shares”. (c) During each Liquidity Window, to the extent there is then Available Cash, but subject always to Section 7.2(a), the Company shall: (i) First, repurchase from any Management Stockholder that has provided a Tender Notice pursuant to and in accordance with Section 7.2(b), a number of Tendered Shares such that the purchase-price proceeds thereof to such Management Stockholder are sufficient in amount to cover all of his or her tax-withholding obligations in respect of (1) any of his or her restricted stock units that have vested since the close of the immediately preceding Liquidity Window through the closing of the then current Liquidity Window,

Liquidity Rights. (a) At any time after six (6) years from August 23, 2019, the SL Stockholders shall have the right to demand that the Company (i) If permitted under the Certificate of Incorporationeffect a Public Offering, the Bylaws, all financing agreements and all other contracts applicable to the Company or any of its Subsidiaries as well as under applicable law, and (ii) if the Board determines in its good faith judgment initiate a Sale Transaction or (iii) pursue a “dual-track” process with respect to both a Public Offering and a Sale Transaction (it being understood that the applicable share repurchases and dividends referenced in this Section 7.2 are then in the best interests of the Company and its stockholders, then the Company SL Stockholders shall use its Available Cash ultimately determine whether to repurchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends in accordance with this Section 7.2 during each Liquidity Window (as defined belowcomplete a Public Offering or a Sale Transaction). The Board shall make the determination pursuant to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice Date”), which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital to the Company for any purpose, including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends. (b) In the event that the SL Stockholders exercise their right pursuant to Section 4.9(a)(i), the Company and the PEP Stockholders shall take or cause to be taken all such actions as may be reasonably necessary or reasonably advisable and customary after consultation with the underwriter(s) to consummate a Public Offering, pursuant and subject to the terms and conditions set forth in the Registration Rights Agreement as soon as reasonably practical and in any event within six (6) months, including, but not limited to, (i) adjusting the size and composition of, and appointing new or additional directors to, the Board of Directors (provided that the PEP Directors shall not be required to resign from the Board of Directors), and (ii) amending the organizational documents of the Company in order to request comply with any listing requirements. Each stockholder (other than the PEP Stockholders) shall take or cause to be taken all actions reasonably requested by the SL Stockholders, the Company, any underwriter(s) or counsel to effect the Public Offering. Where a repurchase Public Offering has not been consummated within six (6) months of the SL Stockholders’ demand pursuant to Section 4.9(a)(i), the SL Stockholders may take such actions as they deem reasonably necessary or desirable in order to consummate a Public Offering. In connection with any Management Shares during a Liquidity Windowdemand pursuant to Section 4.9(a)(i), a Management Stockholder must provide written notice the PEP Stockholders and the Company shall undertake all steps reasonably necessary to effect such Public Offering and, in connection with the exercise of the SL Stockholders’ rights pursuant to this Section 4.9(b), the SL Stockholders shall keep the PEP Stockholders reasonably informed as to the Company status of, and any material developments regarding, the Public Offering. Notwithstanding the foregoing, in no event shall the PEP Stockholders: (Ai) if pursuant be required to section 7.2.(c)(iincur any material expense or liability (other than customary fees and expenses of third party advisors of the PEP Stockholders and the Company), (ii) waive, amend or forfeit any material right under the Registration Rights Agreement, (iii) or execute any agreement on terms materially different than the SL Stockholders (other than with respect to economics inherent to the securities held by the beginning each of the Liquidity Window, PEP Stockholders and the SL Stockholders and rights that customarily differ as a result of differences between the size of holders’ economic interest in the Company) or (Biv) if pursuant to section 7.2.(c)(iii)waive, within thirty (30) days following amend or forfeit any material right, including without limitation rights under this Agreement or the Notice Date (a “Tender Notice”) which Tender Notice shall specify the number of Management Shares (including any shares of Common Stock to be issued upon settlement of restricted stock units or exercise of stock options occurring after the date of his or her Tender Notice and Certificate with effect prior to the expiration consummation of the applicable Liquidity Window) Public Offering; provided, that such Management Stockholder elects to have repurchased, up to such Management Stockholder’s Liquidity Cap, the termination of this Agreement upon a Public Offering in accordance with this Section 7.2. The number the terms herein shall not be a waiver, amendment or forfeiture of shares so specified in such Management Stockholder’s Tender Notice are referred to herein as the “Tendered Shares”material rights of the PEP Stockholders. (c) During In the event that the SL Stockholders exercise their right pursuant to Section 4.9(a)(ii), the Company and the PEP Stockholders shall take or cause to be taken all such actions as may be reasonably necessary in order to consummate a Sale Transaction as soon as reasonably practical and in any event within 6 (six) months, including soliciting prospective purchasers and engaging investment bankers to initiate an auction sale process in respect of the Sale Transaction. Where a Sale Transaction has not been consummated within six (6) months of the SL Stockholders’ demand pursuant to Section 4.9(a)(ii), subject to the limitations set forth in Section 2.5, the SL Stockholders may take such actions as they deem reasonably necessary or desirable in order to solicit and consummate a bona fide Sale Transaction on behalf of the Company. In connection with any demand pursuant to Section 4.9(a)(ii), the PEP Stockholders and Company shall undertake all steps reasonably necessary to effect such Sale Transaction and, in connection with the exercise of the SL Stockholders’ rights pursuant to this Section 4.9(c), the SL Stockholders shall be deemed a Controlling Stockholder, eligible to effect a drag along sale pursuant to Section 2.5 and shall keep the PEP Stockholders reasonably informed as to the status of, and any material developments regarding, the Sale Transaction. Where the SL Stockholders initiate an auction process in respect of a Sale Transaction pursuant to this Section 4.9(c), the PEP Stockholders shall be entitled to invite up to two (2) qualified bidders to participate in such auction process. Notwithstanding the foregoing, in no event shall the PEP Stockholders: (i) be required to incur any material expense or liability (other than customary fees and expenses of third party advisors of the PEP Stockholders and the Company), (ii) waive, amend or forfeit any material right including without limitation rights under this Agreement or the Certificate with effect prior to the Sale Transaction, (iii) waive the right to the Series A Liquidation Amount, the Series B Liquidation Amount or the Series C Liquidation Amount (each Liquidity Windowas defined in the Certificate) with effect prior to or at the consummation of the Sale Transaction or (iv) execute any agreement or enter into any transaction on terms materially different than the SL Stockholders (other than with respect to economics inherent to the securities held by each of the PEP Stockholders and the SL Stockholders and rights that customarily differ as a result of differences between the size of holders’ economic interest in the Company). (d) In the event that the SL Stockholders exercise their right pursuant to Section 4.9(a)(iii), the Company and, to the extent there is then Available Cashset forth therein, but subject always to the PEP Stockholders shall simultaneously comply with each of Section 7.2(a4.9(b) and Section 4.9(c) and the SL Stockholders may exercise their rights under both Section 4.9(b) and 4.9(c); provided, however, that in satisfaction of Section 4.9(a)(iii) and this Section 4.9(d), the SL Stockholders shall only be permitted to direct the Company shall:to actually consummate either a Public Offering pursuant to Section 4.9(b) or a Sale Transaction pursuant to Section 4.9(c), but not both. (ie) FirstAll consideration received in connection with any Transfer of Shares (including, repurchase from for the avoidance of doubt, any Management Stockholder that has provided a Tender Notice Sale or Sale Transaction) pursuant to and Article II or this Section 4.9, shall be distributed to the Stockholders in accordance with Section 7.2(b)2 of Article Fourth of the Certificate as if such Transfer of Shares was a Deemed Liquidation Event, assuming (i) a number liquidation value of Tendered the Company derived from the value paid for the Shares in such Transfer and (ii) that the purchase-price proceeds thereof only Shares outstanding are the Shares subject to such Management Stockholder are sufficient in amount to cover all of his or her tax-withholding obligations in respect of (1) any of his or her restricted stock units that have vested since the close of the immediately preceding Liquidity Window through the closing of the then current Liquidity Window,Transfer.

Liquidity Rights. (a) At any time following (i) If permitted under the Certificate fifth anniversary of Incorporationthe Closing Date, the Bylaws, all financing agreements and all other contracts applicable to the Company or any of its Subsidiaries as well as under applicable lawVeritas, and (ii) if the Board determines in its good faith judgment that the applicable share repurchases and dividends referenced in this Section 7.2 are then in the best interests sixth anniversary of the Closing Date, any Investor, upon giving written notice (a “Sale Notice”) to the Company (with a copy of the Sale Notice being delivered to each Investor), shall have the right to cause the Company or AX Holding to engage an investment bank of national reputation to conduct an auction for the sale, by merger, stock sale, asset sale or otherwise, of all of the capital stock or all or substantially all of the assets and its stockholdersliabilities of the Company, AX Holding or Aeroflex Incorporated (an “Auction Sale”); provided that if an Investor has previously delivered an IPO Notice pursuant to Section 8.4(d), then the Company shall use its Available Cash to repurchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends in accordance with right under this Section 7.2 during each Liquidity Window 8.4(a) shall not be exercised without the prior written consent of the Investor that delivered the IPO Notice until the earlier of (as defined below)A) the date such Investor abandons, upon written notice to the Company, the proposed IPO or (B) the 180th day following the delivery of such IPO Notice. The Board shall make the determination pursuant Investor initiating an Auction Sale is referred to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice DateInitiating Holder.”), which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital to the Company for any purpose, including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends. (b) In order to request a repurchase of any Management Shares during a Liquidity Window, a Management Stockholder must provide written notice to the Company (A) if pursuant to section 7.2.(c)(i), by the beginning of the Liquidity Window, or (B) if pursuant to section 7.2.(c)(iii), within thirty (30) days following the Notice Date (a “Tender Notice”) which Tender Notice shall specify the number of Management Shares (including any shares of Common Stock to be issued upon settlement of restricted stock units or exercise of stock options occurring after the date of his or her Tender Notice and prior to the expiration of the applicable Liquidity Window) that such Management Stockholder elects to have repurchased, up to such Management Stockholder’s Liquidity Cap, in accordance connection with this Section 7.2. The number of shares so specified in such Management Stockholder’s Tender Notice are referred to herein as the “Tendered Shares”. (c) During each Liquidity Window, to the extent there is then Available Cash, but subject always to Section 7.2(a)an Auction Sale, the Company and each Member shall: (i) Firsttake such actions within their control to cause the Company or a member of the AX Holding Group to retain a nationally recognized investment banking firm selected by the Initiating Holder (which may be an Affiliate of an Investor) (the “Selling Bank”) and enter into a customary engagement letter with the Selling Bank in connection with such Auction Sale; (ii) take such actions within their control to cause the Company and the AX Holding Group to make available to the Selling Bank and bidders in the Auction Sale, repurchase and any attorney, accountant or other agent retained by the Selling Bank or any bidder, all financial and other records, pertinent corporate documents and properties of the Company and the AX Holding Group as shall be reasonably necessary to enable them to make their due diligence investigations of the Company and the AX Holding Group and to enable the Selling Bank to prepare appropriate offering and other sale materials, and will use reasonable best efforts to assure the cooperation of the officers, Managers and employees of the Company and the AX Holding Group to supply all information and respond to all inquiries reasonably requested by the Selling Bank, any bidder or their respective representatives in connection with the preparation of sale materials and the Auction Sale and the participation of such officers, Managers and employees in reasonable marketing or placement efforts in connection therewith; provided that such Selling Bank, and any such accountant, bidder, representative or agent has executed a confidentiality agreement in customary form with the Company or a member of the AX Holding Group; (iii) if the Auction Sale involves the sale of the Company, have the right to, and if required by the Initiating Holder will, sell or Transfer all of the Membership Interests held by such Member in the manner and on the same terms and conditions as the other Members (subject to the distribution preferences in Section 4.4), and be and take such action within their control to cause the Company to be, party to such agreements as are reasonable and necessary to consummate any Auction Sale; and if the Auction Sale involves the sale of a member of the AX Holding Group, take such action within their control to cause the Company and each member of the AX Holding Group to be party to such agreements as are reasonable and necessary to consummate any Auction Sale, provided that in each case (A) such agreements shall be customary for the kind of transactions contemplated and (B) no Member shall be required to make representations and warranties in connection with such Auction Sale other than customary representations and warranties, on a several and not joint basis, regarding the power and authority of that Member to engage in such Auction Sale, the receipt of appropriate corporate or similar authorization, the absence of any consents or approvals applicable to such Member (other than those which have been obtained), and that such Member has good and marketable title to its Membership Interests, free and clear of all liens, claims and other encumbrances, no Investor shall be required to provide any non-competition or similar covenant, and if the Members have any indemnification obligations in connection with such Auction Sale, the terms and conditions of each Member’s indemnification obligation, if any, shall be several, shall be proportionate to such Member’s Percentage Interest, shall not exceed the net proceeds to such Member in connection with such Auction Sale and shall exclude any liability for any breach of any representation, warranty, covenant or agreement of any other Member; and (iv) take all reasonable actions necessary and desirable, in connection with the consummation of the Auction Sale, including without limitation, the waiver of all dissenters’ rights or appraisal rights available to any such Member under Applicable Law. (c) All reasonable fees and expenses payable to the Selling Bank in connection with services performed pursuant this Section 8.4 shall be paid by the Company, and the amount so paid shall be deducted from the aggregate gross proceeds of an Auction Sale that are payable to the Members. (d) If AX Holding has not completed an IPO, at any Management Stockholder that has provided time following (A) the fifth anniversary of the Closing Date, then Veritas and (B) the sixth anniversary of the Closing Date, then each Investor, upon giving written notice (“IPO Notice”) to the Company (with a Tender copy of the IPO Notice being given to each other Investor) shall have the right to cause the Company to cause AX Holding to prepare and file a registration statement for an IPO pursuant to and in accordance with Section 7.2(b), a number of Tendered Shares such that the purchase-price proceeds thereof to such Management Stockholder are sufficient in amount to cover all of his or her tax-withholding obligations in respect of (1) any of his or her restricted stock units that have vested since the close 5 of the immediately preceding Liquidity Window through the closing Registration Rights Agreement and to use commercially reasonable efforts to engage one or more nationally recognized underwriters, which may be an Affiliate of the then current Liquidity Window,an Investor, in connection therewith.

Liquidity Rights. (a) (i) If permitted under the Certificate of Incorporation, the Bylaws, all financing agreements and all other contracts applicable a Liquidity Event has not occurred prior to the Company or any 54th month following the Date of its Subsidiaries as well as under applicable lawGrant, and (ii) if then, subject to the Board determines in its good faith judgment that the applicable share repurchases and dividends referenced limitations set forth in this Section 7.2 are then in 13, the best interests Optionee, together with each other holder of options to purchase Common Stock of the Company and its stockholders, then who has been granted the Company shall use its Available Cash to repurchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends liquidity rights set forth in accordance with this Section 7.2 during 13 (each of the Optionee and such other holders being referred to herein as a "Liquidity Window (as defined below). The Board Rights Holder") shall make have the determination pursuant to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice Date”)right, which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital to the Company for any purpose, including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends. (b) In order to request a repurchase of any Management Shares during a Liquidity Window, a Management Stockholder must provide exercisable by written notice to the Company (Athe "Exercise Notice") if given not later than the eight (8) year anniversary of the Date of Grant, to sell to the Company, and upon exercise of such right, the Company shall be required to purchase from such Optionee, (i) any or all Shares acquired by Optionee pursuant to section 7.2.(c)(ithis Agreement and (ii) all or any portion of any unexercised option hereunder that is vested, in each case at a per share purchase price equal to the Final FMV (reduced by the Exercise Price in the case of any portion of any unexercised option subject to such right) measured as of the date Optionee exercises such right (the rights set forth in this Section 13(a) being referred to herein as the "Put Option"). (b) Within twenty (20) business days after receipt of an Exercise Notice, the Company shall send a written notice (the "Company Notification") to all other Liquidity Rights Holders stating that a Liquidity Rights Holder has exercised the Put Option. Each Liquidity Rights Holder shall have the right, within twenty (20) days after receipt of the Company Notification (the "Put Period"), to exercise such Liquidity Rights Holder's Put Option by providing written notice to the beginning of the Liquidity Window, or (B) if pursuant to section 7.2.(c)(iii), within thirty (30) days following the Notice Date (a “Tender Notice”) which Tender Notice shall specify Company and stating the number of Management Shares (including and/or portion of any shares of Common Stock unexercised option to be issued upon settlement of restricted stock units or purchased hereunder. Any Liquidity Rights Holder's exercise of stock options occurring the Put Option, whether pursuant to an original Exercise Notice or following a Company Notification, shall be considered one and the same exercise of the Put Option. The Company shall have no obligations under this Section 13 with respect to the exercise of more than one Put Option in any 12-month period. To the extent a Liquidity Rights Holder determines not to elect to exercise such holder's Put Option after receiving a Company Notification, the Liquidity Rights Holder may not exercise the Put Option for the 12-month period following the expiration of the Put Period. Exercise of the Put Option shall be irrevocable. (c) The closing of purchase hereunder shall occur at the offices of the Company on the date that is seven days after the date of his or her Tender Notice and prior determination of the Final FMV. At the closing, the Optionee shall deliver to the expiration of Company the applicable Liquidity Window) that such Management Stockholder elects Shares to have repurchasedbe sold, up together with duly executed instruments transferring title to such Management Stockholder’s Liquidity CapShares to the Company, as well as an acknowledgment that the Optionee no longer has any rights with respect to options to be sold other than to receive payment in accordance with this Section 7.213. The number Payment for the Shares and options shall be made in 18 equal monthly installments on the last day of shares so specified the month (or if such day is not a business day in such Management Stockholder’s Tender Notice are referred to herein as New York City, on the “Tendered Shares”. (c) During each Liquidity Windownext succeeding business day), commencing with the month in which the closing occurs; provided, however, to the extent there is that payment in cash would give rise to an "event of default" under the Company's principal credit agreement then Available Cashin effect, but payment shall be made by delivery of a promissory note with interest accruing at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest will be payable annually in arrears through maturity. Such note will mature and be payable five years from the date of issuance or, if earlier, when such payment would not give rise to an "event of default" under the Company's principal credit agreement then in effect. The Optionee may withdraw any Exercise Notice at any time prior to the closing, subject always to Section 7.2(a)reimbursing the Company for any costs it has incurred for appraisers or otherwise in determining the Final FMV. (d) Subject to the following sentence, upon a Qualifying Sale, the Company shall: or the acquiror in such Qualifying Sale shall pay the Optionee an amount per unexercised vested Share hereunder equal to the fair market value of the consideration to be received per Share in the Qualifying Sale by stockholders of the Company, less the Exercise Price and any applicable taxes. Payments made pursuant to this Section 13(d) shall only be made (i) Firstwith respect to those Shares that are subject to performance-based vesting, repurchase from any Management Stockholder only those Shares that has provided a Tender Notice pursuant to and vest upon such Qualifying Sale in accordance with the performance-based targets set forth in the Notice, and (ii) with respect to Shares that are subject to time-based vesting, all such Shares. (e) For purposes of this Section 7.2(b)13, a number of Tendered Shares such that the purchase-price proceeds thereof to such Management Stockholder are sufficient in amount to cover all of his or her tax-withholding obligations in respect of (1) any of his or her restricted stock units that following terms will have vested since the close of the immediately preceding Liquidity Window through the closing of the then current Liquidity Window,following meanings:

Liquidity Rights. Holder, the Holder's Estate or a Holder's Trust (acollectively for purposes of this Agreement, the "Selling Entity") shall have the right, for a period of six months after the Termination Event, to hire an investment bank reasonably acceptable to the Company for a period not to exceed six months (reasonable out of pocket fees and expenses incurred in connection with a registration (but excluding underwriting discounts and commissions, legal counsel fees and expenses, transfer taxes and any other related fees and expenses) will be borne by the Company) to arrange for the sale of all or any portion of the Common Stock held by the Holder; provided, however, that if the Selling Entity receives an Offer from a third party (an "Offeror") which the Selling Entity wishes to accept, the Selling Entity shall cause the Offer to be reduced to writing and shall notify the Company and Blackstone in writing of his/its wish to accept the Offer. The Selling Entity's notice shall contain an irrevocable offer to sell such shares of Common Stock to the Company and Blackstone (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by the Company and Blackstone of the Selling Entity's notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Common Stock covered by the Offer either (i) If permitted under at the Certificate of Incorporation, same price and on the Bylaws, all financing agreements same terms and all other contracts applicable to conditions as the Company Offer or any of its Subsidiaries as well as under applicable law, and (ii) if the Board determines Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in its good faith judgment that by the applicable share repurchases and dividends referenced in this Section 7.2 are then Board, by delivering a certified bank check or checks in the best interests appropriate amount (and any such non-cash consideration to be paid) to the Selling Entity at the principal office of the Company and its stockholdersagainst delivery of certificates or other instruments representing the shares of Common Stock so purchased, then appropriately endorsed by the Selling Entity. In the event that the Company does not exercise its right to purchase the shares of Common Stock within 20 days after the receipt of the Offer, Blackstone shall use its Available Cash have the right to repurchase purchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends in accordance shares of Common Stock on the same terms as set forth above with this Section 7.2 during each Liquidity Window (as defined below). The Board shall make the determination pursuant to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice Date”), which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital respect to the Company for any purposea subsequent 10 day period. If at the end of such 30 day period (20 day right of first refusal for Company and 10 day right of first refusal for Blackstone), including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends. (b) In order to request a repurchase of any Management Shares during a Liquidity Window, a Management Stockholder must provide written notice to neither the Company (A) if pursuant to section 7.2.(c)(i)nor Blackstone has tendered the purchase price for such shares in the manner set forth above, by the beginning Selling Entity may during the succeeding 60 day period sell not less than all of the Liquidity Window, or (B) if pursuant to section 7.2.(c)(iii), within thirty (30) days following the Notice Date (a “Tender Notice”) which Tender Notice shall specify the number of Management Shares (including any shares of Common Stock to be issued upon settlement of restricted stock units or exercise of stock options occurring after covered by the date of his or her Tender Notice and prior Offer to the expiration Offeror at a price and on terms no less favorable to the Holder than those contained in the Offer. Promptly after such sale, the Holder shall notify the Company and Blackstone of the applicable Liquidity Window) that consummation thereof and shall furnish such Management Stockholder elects to have repurchased, up to such Management Stockholder’s Liquidity Cap, in accordance with this Section 7.2. The number of shares so specified in such Management Stockholder’s Tender Notice are referred to herein as the “Tendered Shares”. (c) During each Liquidity Window, to the extent there is then Available Cash, but subject always to Section 7.2(a), the Company shall: (i) First, repurchase from any Management Stockholder that has provided a Tender Notice pursuant to and in accordance with Section 7.2(b), a number of Tendered Shares such that the purchase-price proceeds thereof to such Management Stockholder are sufficient in amount to cover all of his or her tax-withholding obligations in respect of (1) any of his or her restricted stock units that have vested since the close evidence of the immediately preceding Liquidity Window through the closing completion and time of completion of such sale and of the then current Liquidity Window,terms thereof as may reasonably be requested by the Company.