Common use of Pro Rata Repurchases Clause in Contracts

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Purchasers’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock Shares and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock Shares and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "“Maximum Repurchase Amount"”). The provisions of Section 5(dSections 5(b) and 6(f6(b) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock Shares which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 1113. Until all of such Stock Shares and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock Shares and Options are not purchased in accordance with this Section 11 13 shall have priority, on a pro rata basis, over other purchases of Common Stock Shares and Options by the Company pursuant to this Agreement and Other Management Stockholders' Purchasers’ Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 5 or 76, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an a Blocking Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and the Other Management Stockholders pro rata Purchasers (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an a Blocking Event. The maximum number of shares of Stock and the maximum number of Options permitted to be purchased or paid for by the Company at any time without resulting in a Blocking Event (shall be referred to herein as the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basisthe basis set forth in this Section 11, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or and 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the aggregate number of shares of Common Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company, including the number of shares of Common Stock that could be acquired by each upon exercise of then exercisable outstanding options to purchase Common Stock) for the maximum number of shares of Common Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(dSections 5(b) and 6(f6(b) shall apply in their entirety to payments and repurchases with respect to Options options and shares of Common Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 1113. Until all of such Common Stock and Options options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Common Stock and Options options are not purchased in accordance with this Section 11 13 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options payment for options by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the purchasers' agreements entered into between the Company and certain employees, among others ("Other Management Stockholders' Agreements Purchasers"), of the Company pursuant to which such purchasers acquired Common Stock and options for Common Stock would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and such Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Purchase Stock and the number of Options options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Purchase Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Purchase Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 1110. Until all of such Purchase Stock and Options options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Purchase Stock and Options options are not purchased in accordance with this Section 11 10 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options options by the Company pursuant to this Agreement and Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Name – Management Shareholders Agrement Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Purchasers’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock Shares and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock Shares and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "“Maximum Repurchase Amount"”). The provisions of Section 5(dSections 5(b) and 6(f6(b) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock Shares which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 1113. Until all of such Stock Shares and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock Shares and Options are not purchased in accordance with this Section 11 13 shall have priority, on a pro rata basis, over other purchases of Common Stock Shares and Options by the Company pursuant to this Agreement and Other Management Stockholders' Purchasers’ Agreements.

Pro Rata Repurchases. [NO LONGER APPLICABLE] Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' ’ Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "“Maximum Repurchase Amount"”). The provisions of Section 5(d) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' ’ Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Optionee and the Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Optionee and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Optionee and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary ---------------------- contained in Sections Section 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions ------------------------- of Section 5(d5(c) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(dSections 5(c) and 6(f6(g) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 5 or 76, if at any time consummation of all purchases and payments to be made by the Company pursuant with respect to the this Agreement and/or one of several agreements ("Other Purchasers' Agreements") which in the future will be entered into between the Company and other individuals who are or will be key employees of the Company ("Other Management Stockholders' Agreements Purchasers") would result in an a Blocking Event, then the Company shall (i) first make purchases from, and payments to, the Management Stockholder Purchaser with respect to his Side-by-Side Equity for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all the Purchasers' Side-by-Side Equity has been purchased and paid for, make purchases from, and payments to, the Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder the Purchaser (with respect to the Purchasers' Promote Equity) and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an a Blocking Event. The maximum number of shares of Stock and the maximum number of Options permitted to be purchased or paid for by the Company at any time without resulting in a Blocking Event (shall be referred to herein as the "Maximum Repurchase Amount"). The provisions of Section 5(d5(b) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' Agreements.and

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(a) and 6(f6(b) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 1113. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 13 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management StockholdersPurchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections Section 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management StockholdersPurchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder Purchaser and Other Management Stockholders Purchasers pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder Purchaser and all Other Management Stockholders Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d5(c) and 6(f6(c) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder Purchaser and the Other Management Stockholders Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management StockholdersPurchasers' Agreements.