Common use of Marital Dissolution or Legal Separation Clause in Contracts

Marital Dissolution or Legal Separation. (a) Notwithstanding anything in this Agreement to the contrary, in connection with the dissolution of the Purchaser’s marriage or the legal separation of the Purchaser and the Purchaser’s spouse, the Company shall have the right (the “Special Purchase Right”), if applicable, to purchase from the Purchaser’s spouse, in accordance with the provisions of this Section 5, all or any portion of the Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares. (b) The Purchaser shall promptly provide the Company with written notice (the “Dissolution Notice”) of (i) the entry of any judicial decree or order resolving the property rights of the Purchaser and the Purchaser’s spouse in connection with their marital dissolution or legal separation or (ii) the execution of any contract or agreement relating to the distribution or division of such property rights. The Dissolution Notice shall be accompanied by a copy of the actual decree or order of dissolution or contract or agreement between the Purchaser and the Purchaser’s spouse which provides for the award to the spouse of one or more Shares in settlement of any community property or other marital property rights such spouse may have in such shares. (c) The Special Purchase Right shall be exercisable by delivery of written notice (the “Purchase Notice”) to the Purchaser and the Purchaser’s spouse within forty-five (45) days after the Company’s receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen (15) business days, after the date of the Purchase Notice) and the fair market value to be paid for such Shares. The Purchaser (or the Purchaser’s spouse, to the extent such spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates representing the shares to be purchased. The Company shall, concurrently with the receipt of the stock certificates, pay to the Purchaser’s spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice. (d) If the Purchaser’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and the Purchaser’s spouse. The closing shall then be held on the fifteenth (15th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouse. (e) The Special Purchase Right shall lapse upon the earlier to occur of (i) the lapse of the Repurchase Option or (ii) the expiration of the exercise period specified in this Section 5, to the extent the Special Purchase Right is not timely exercised in accordance with such this Section 5.

Marital Dissolution or Legal Separation. (a) Notwithstanding anything in this Agreement to the contrary, in In connection with the dissolution of the Purchaser’s marriage or the legal separation of the Purchaser and the Purchaser’s spousespouse (“Spouse”), the Company shall have the right (the “Special Purchase Right”), if applicable, ) to purchase from Spouse, at the Purchaser’s spousethen current fair market value of the Shares, as determined by the Board in accordance with its sole discretion (the provisions of this Section 5“Repurchase Price”), all or any portion of the Shares which that would otherwise be awarded to such spouse Spouse or agreed to with Spouse in settlement of any community property or other marital property rights such spouse Spouse may have in such shares. (b) The Shares. Purchaser shall promptly provide the Company with written notice (the “Dissolution Notice”) of (i) the entry of any judicial decree or order resolving the property rights of the Purchaser and the Purchaser’s spouse Spouse in connection with their marital dissolution or legal separation or (ii) the execution of any contract or agreement relating to the distribution or division of such property rights. The Dissolution Notice rights (which shall be accompanied by a copy of the actual decree such decree, order or order of dissolution or contract or agreement between the Purchaser and the Purchaser’s spouse which provides agreement) providing for the award to the spouse of one or more Shares in settlement Spouse of any community property or other marital property rights such spouse Shares. The Company may have in such shares. (c) The exercise the Special Purchase Right shall be exercisable by delivery of written notice (the “Purchase Notice”) to the Purchaser and the Purchaser’s spouse Spouse within forty-five (45) 45 days after the Company’s receipt of the Dissolution Notice. The , which Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to which shall not be not less than five (5) business days, nor more than fifteen (15) business days, 30 days after the date of the Purchase Notice) and the fair market value to be paid for such SharesRepurchase Price. The Purchaser (or the Purchaser’s spouseSpouse, to the extent such spouse Spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchasepurchase in the Purchase Notice, deliver to the Company the certificates representing the shares Shares to be purchasedpurchased pursuant to the Special Repurchase Right. The On the date of purchase under this Section 4, the Company shall pay the Repurchase Price to Spouse in cash, by certified check or by wire transfer of immediately available funds to such account or accounts as shall be designated by the Spouse to the Company in writing. Spouse shall, concurrently with the within 10 days of receipt of the stock certificates, pay to the Purchaser’s spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice. (d) If the Purchaser’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing (a “Dispute Notice”) if Spouse disagrees with the Board’s determination of such disagreement and the fair market value of such Shares Repurchase Price, in which case the Repurchase Price shall thereupon be determined by an appraiser of recognized standing mutually selected by the Company and the spouseSpouse, whose appraisal shall be determinative of such value. If they the Company and Spouse cannot agree on an a mutually acceptable appraiser within fifteen (15) 15 days after the date of the Purchase Dispute Notice, each of the Company and Spouse shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such valuestanding. The cost of the appraisal shall be shared equally by the Company and the Purchaser’s spouseSpouse. The closing of the sale and purchase of the Shares pursuant to the exercise of the Special Repurchase Right shall then be held on the fifteenth (15th) 15th business day following the completion of such appraisal; provided, however, provided that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-15 business day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouseSpouse. (e) The Special Purchase Right shall lapse upon the earlier to occur of (i) the lapse of the Repurchase Option or (ii) the expiration of the exercise period specified in this Section 5, to the extent the Special Purchase Right is not timely exercised in accordance with such this Section 5.

Marital Dissolution or Legal Separation. (a) Notwithstanding anything in this Agreement to the contrary, in connection with the dissolution of the Purchaser’s marriage or the legal separation of the Purchaser and the Purchaser’s spouse, the Company shall have the right (the “Special Purchase Right”), if applicable, to purchase from the Purchaser’s spouse, in accordance with the provisions of this Section 56, all or any portion of the Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares. (b) The Purchaser shall promptly provide the Company with written notice (the “Dissolution Notice”) of (i) the entry of any judicial decree or order resolving the property rights of the Purchaser and the Purchaser’s spouse in connection with their marital dissolution or legal separation or (ii) the execution of any contract or agreement relating to the distribution or division of such property rights. The Dissolution Notice shall be accompanied by a copy of the actual decree or order of dissolution or contract or agreement between the Purchaser and the Purchaser’s spouse which provides for the award to the spouse of one or more Shares in settlement of any community property or other marital property rights such spouse may have in such shares. (c) The Special Purchase Right shall be exercisable by delivery of written notice (the “Purchase Notice”) to the Purchaser and the Purchaser’s spouse within forty-five (45) days after the Company’s receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen (15) business days, after the date of the Purchase Notice) and the fair market value to be paid for such Shares. The Purchaser (or the Purchaser’s spouse, to the extent such spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates representing the shares to be purchased. The Company shall, concurrently with the receipt of the stock certificates, pay to the Purchaser’s spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice. (d) If the Purchaser’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and the Purchaser’s spouse. The closing shall then be held on the fifteenth (15th) business day following the completion of such appraisal; provided, however, that if the appraised value is more than twenty-five percent (25%) greater than the fair market value specified for the Shares in the Purchase Notice, the Company shall have the right, exercisable prior to the expiration of such fifteen (15) business-day period, to rescind the exercise of the Special Purchase Right and thereby revoke its election to purchase the Shares awarded to the spouse. (e) The Special Purchase Right shall lapse upon the earlier to occur of (i) the lapse of the Repurchase Option or (ii) the expiration of the exercise period specified in this Section 56, to the extent the Special Purchase Right is not timely exercised in accordance with such this Section 56.