PAYMENT FOR COMMON UNITS Clause Samples

PAYMENT FOR COMMON UNITS. If at any time the Company elects or is required to purchase any Common Units pursuant to Section 4, the Company shall pay the purchase price for the Common Units it purchases (i) first, by the cancellation of indebtedness, if any, owing from Executive to the Company or any of its subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by the Company's delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Common Units so purchased, duly endorsed; provided that if any of the conditions set forth in Section 5.1(a) exists which prohibits such cash payment, the portion of the cash payment so prohibited may be made, to the extent such payment is not prohibited, by the Company's delivery of an unsecured subordinated promissory note (which shall be subordinated and subject in right of payment only to the prior payment of any debt outstanding under the Senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a "Repurchase Note") in a principal amount equal to the balance of the purchase price, payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the publicly announced prime rate of Chase Bank, on the date of issuance and each June 30 and December 31 thereafter; and, provided further, that in the case of a purchase pursuant to either (A) Section 4.1(a), or (B) any of Sections 4.2(a)(iii) or 4.2(a)(iv), the Company may elect to deliver a Repurchase Note in a principal amount equal to all or a portion of the cash purchase price (in lieu of paying such portion of the purchase price in cash), which Repurchase Note shall mature on the fifth anniversary of its issuance, require principal payments to be made in five equal, annual installments and bear interest payable annually at the publicly announced prime rate of Chase Bank on the date of issuance and each June 30 and December 31 thereafter. The Company shall have the right set forth in clause (i) of the first sentence of this Section 5.2 whether or not the member of the Executive Group selling such Option Units is an obligor of the Company.