Common use of Pro Rata Repurchases Clause in Contracts

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, between David J. Johnson ("Johnxxx") xxx xxx Xxmpaxx (xxx "Johnson Stockholder's Axxxxxxxt"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to xxx Xxde-by-Side Equity (as defined in the Johnson Stockholder's Axxxxxxxt) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Xxxxxx xxs been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxon's Promote Equitx (xx xxxined in the Johnson Stockholder's Axxxxxxxt)), the Purchaser and all Other 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 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 Sections 5(b) and 6(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 10. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser xxx xxx Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 shall have priority, on the basis set forth in this Section 10, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Xxxxxx xx the Company pursuant to the Johnson Stockholder's Axxxxxxxt shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, 1997 between David J. Johnson ("JohnxxxJxxxxxx") xxx xxx Xxmpaxx Coxxxxx (xxx the "Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxxment"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to xx xxx XxdeSide-by-Side Equity (as defined in the Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxxment) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Sixx Xxxxxx xxs has been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx xxx xxsis of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxonrespecx xx Xxhnson's Promote Equitx Eqxxxx (xx xxxined defined in the Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxxment)), the Purchaser and all Other 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 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 Sections Section 5(b) and 6(g6(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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser Purchasxx xxx xxx the Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt Stockholder'x Xxxxxment and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Sixx Xxxxxx xx by the Company pursuant to the Johnson Stockholder's Axxxxxxxt Stockholder'x Xxxxxment shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, between David J. Johnson ("JohnxxxJohxxxx") xxx xxx Xxmpaxx Xompxxx (xxx xxe "Johnson Stockholder's AxxxxxxxtXxxxxxxnt"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to tx xxx XxdeXide-by-Side Equity (as defined in the Johnson Stockholder's AxxxxxxxtXxxxxxxnt) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Xxxxxx xxs xas been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx txx xxxxs of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxonxx Xxxxson's Promote Equitx Equixx (xx xxxined xxfined in the Johnson Stockholder's AxxxxxxxtXxxxxxxnt)), the Purchaser and all Other 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 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 Sections 5(b) and 6(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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser xxx xxx xxe Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt Xxxxxxxnt and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Xxxxxx xx xy the Company pursuant to the Johnson Stockholder's Axxxxxxxt Xxxxxxxnt shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, 1997 between David J. Johnson ("JohnxxxXxxxxxx") xxx xxx Xxmpaxx xxe Cxxxxxx (xxx the "Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxement"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to xxx Xxderespecx xx xxs Side-by-Side Equity (as defined in the Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxement) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Xxxxxx xxs Sxxx Xxxxxy has been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx ox xxx xasis of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxonrespexx xx Xohnson's Promote Equitx Exxxxx (xx xxxined defined in the Johnson Stockholder's AxxxxxxxtStockholder'x Xxxxement)), the Purchaser and all Other 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 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 Sections 5(b) and 6(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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser Purchaxxx xxx xxx the Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt Stockholder'x Xxxxement and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Xxxxxx xx Sxxx Xxxxxy by the Company pursuant to the Johnson Stockholder's Axxxxxxxt Stockholder'x Xxxxement shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, between David J. Johnson ("Johnxxx") xxx xxx Xxmpaxx (xxx "Johnson Stockholder's Axxxxxxxt"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to xxx Xxde-by-Side Equity (as defined in the Johnson Stockholder's Axxxxxxxt) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Xxxxxx xxs been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxon's Promote Equitx (xx xxxined in the Johnson Stockholder's Axxxxxxxt)), the Purchaser and all Other 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 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 Sections 5(b) and 6(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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser xxx xxx Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Xxxxxx xx the Company pursuant to the Johnson Stockholder's Axxxxxxxt shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.