Common use of Purchase Right Clause in Contracts

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured Parties’ remedies under the First Lien Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties agree at any time following any of: (i) the occurrence of a payment default on the final maturity date under the First Lien Documents; (ii) the commencement of an Enforcement Action; (iii) an acceleration of the First Lien Obligations in accordance with the terms of the applicable First Lien Documents; or (iv) the commencement any Insolvency or Liquidation Proceeding with respect to any Grantor; (each a “Purchase Event”), one or more of the Second Lien Secured Parties (other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined in the Initial Second Lien Credit Agreement)), shall have the right, until the 45th day after the Purchase Event by written notice to the Designated First Lien Representative, to purchase on a pro rata basis by way of assignment, and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties the option to so purchase, for cash the entire aggregate amount (but not less than the entirety) of outstanding First Lien Obligations (including unfunded commitments under any Initial First Lien Document) at the Purchase Price without warranty or representation or recourse except as provided in 5.6(d), which offer may be accepted by less than all of the Second Lien Secured Parties so long as all the accepting Second Lien Secured Parties shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. During the period ending on the date two years after the Closing Date (athe "Two-Year Period"), the Company shall not issue any additional shares of Common Stock or preferred stock (other than pursuant to (1) Without prejudice employee/director compensation plan(s), including options, approved by a majority of the independent directors of the Company, (2) options, warrants and convertible debt outstanding on the Effective Date, (3) warrants granted in connection with commercially standard credit/financing arrangements approved by a majority of the board of directors and exercisable, in aggregate, into no more than the number of shares representing 5% of the outstanding Common Stock on the Effective Date and (4) after complying with the provisions of Sections 6.7 and 6.8, lock-up or option agreements in connection with a definitive acquisition agreement referred to in Section 6.7 and 6.8) unless (A) the Purchaser has first been offered (subject to the enforcement of any preemptive rights of the First Lien Secured Parties’ remedies "Purchasers" under the First Lien DocumentsPreferred Stock Purchase Agreement referred to in Section 9.6 to maintain their pro rata ownership in the Company) the right to purchase such shares (i) under terms and conditions at least as favorable to the Purchaser as those proposed to be offered to any third party or (ii) if such shares are proposed to be sold in an underwritten public offering, under terms and conditions at least as favorable to the Purchaser as those proposed to be offered in the public offering and (B) the Purchaser does not accept such offer within ten-business days after the date of such offer. In addition, during the Two-Year Period the Company shall not without the Purchaser's consent issue additional shares of Common Stock or preferred stock to any person (other than the Purchaser) in an amount which would, when aggregated with the Common Stock or preferred stock owned by such person, provide such person with more than 20% of the fully diluted voting power of the Company. For the purposes of this Agreement, at law or in equity or otherwise, the First Lien Secured Parties agree at any time following any of: (i) "voting power" means the occurrence ownership of a payment default on shares of capital stock of the final maturity date under Company entitling the First Lien Documents; holder to vote for the election of directors generally, (ii) any calculation of the commencement percentage of an Enforcement Action; "voting power" shall be based (both in the numerator and denominator) on the number of shares possessing such voting power actually outstanding without regard to warrants, options or convertible securities and (iii) an acceleration any calculation of the First Lien Obligations in accordance with the terms percentage of the applicable First Lien Documents; or "fully diluted voting power" shall be based (iv) the commencement any Insolvency or Liquidation Proceeding with respect to any Grantor; (each a “Purchase Event”), one or more of the Second Lien Secured Parties (other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined both in the Initial Second Lien Credit Agreement)), shall have numerator and denominator) on the right, until the 45th day after the Purchase Event by written notice number of shares possessing such voting power that would be outstanding giving effect to the Designated First Lien Representativeexercise or conversion of warrants, to purchase on a pro rata basis by way of assignment, options and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties the option to so purchase, for cash the entire aggregate amount (but not less than the entirety) of outstanding First Lien Obligations (including unfunded commitments under any Initial First Lien Document) at the Purchase Price without warranty or representation or recourse except as provided in 5.6(d), which offer may be accepted by less than all of the Second Lien Secured Parties so long as all the accepting Second Lien Secured Parties shall when taken together purchase such entire aggregate amount as set forth aboveconvertible securities.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured Parties’ remedies under the First Lien Documents, this Agreement, at law or in equity or otherwiseremedies, the First Lien Secured Parties agree that at any time following any of: (ia) the occurrence of a payment default on the final maturity date under the First Lien Documents; (ii) the commencement of an Enforcement Action; (iii) an acceleration of the First Lien Secured Obligations in accordance with the terms of the applicable First Lien Documents; Loan Documents or (ivb) the commencement any Insolvency or of a Bankruptcy/Liquidation Proceeding with respect to under the Bankruptcy Code or any Grantor; other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each each, a “Purchase Event”), one or more of the Second Lien Secured Parties (other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined in the Initial Second Lien Credit Agreement)), shall have the right, until the 45th day may request within 30 days after the first date on which a Purchase Event by written notice to the Designated First Lien Representative, to purchase on a pro rata basis by way of assignmentoccurs, and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties the option option, to so purchasepurchase all, for cash the entire aggregate amount (but not less than all, of the entirety) aggregate amount of outstanding First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including unfunded commitments under any Initial premium set forth in the First Lien DocumentCredit Agreement or other applicable First Lien Loan Document on the date hereof, interest and fees), and (b) at in the Purchase Price case of First Lien Secured Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the xxxx-to-market value of such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, without warranty or representation or recourse (except as provided for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption). In the case of any First Lien Secured Obligations in 5.6(drespect of letters of credit (including reimbursement obligations in connection therewith), which offer may be accepted by less than all simultaneous with the purchase of the other First Lien Secured Obligations, the purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (not to exceed 103% thereof) as such First Lien Secured Parties determine is reasonably necessary to secure such First Lien Secured Parties in connection with any outstanding and undrawn letters of credit. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within 10 Business Days of the request. If one or more of the Second Lien Secured Parties so long as all exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the accepting Designated First Lien Representative and the Designated Second Lien Representative. If none of the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Secured Parties shall when taken together purchase have no further obligations pursuant to this Section 4.05 for such entire aggregate amount as set forth abovePurchase Event and may take any further actions in their sole discretion in accordance with the First Lien Security Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured PartiesClaimholders’ remedies under the First Lien Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties Claimholders agree at any time following any of: the earliest to occur of (i) the occurrence of a payment default on the final maturity date under the First Lien Documents; (ii) the commencement of an Enforcement Action; (iii) an acceleration of any of the First Lien Obligations in accordance with the terms of the applicable First Lien Loan Documents; , (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof, (iviii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor; , (iv) the occurrence and continuation of an event of default under any Second Lien Loan Documents, or (v) any request by any First Lien Collateral Agent for the release of any Second Lien Collateral Agent’s Liens on the Collateral (other than in accordance with Section 5.1(b) at any time when no default or event of default exists under any First Lien Loan Documents or any Second Lien Loan Documents) (each a “Purchase Event”), one or more of then the Second Lien Secured Parties (other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined in the Initial Second Lien Credit Agreement)), Claimholders shall have the rightoption, until but not the 45th day after the Purchase Event by written notice to the Designated First Lien Representativeobligation, to elect to purchase on a pro rata basis by way of assignmentall, and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties the option to so purchase, for cash the entire aggregate amount (but not less than all, of the entirety) of outstanding First Lien Obligations (including unfunded commitments under any Initial First Lien Document) at the Purchase Price without warranty or representation or recourse except as provided in 5.6(dSection 5.7(d), which offer and assume all, but not less than all, of the then existing funding commitments, if any, under the First Lien Loan Documents by giving a written notice (the “Purchase Notice”) to each First Lien Representative no later than the tenth (10th) Business Day after the Second Lien Claimholders receive notice of the occurrence of the Purchase Event. A Purchase Notice once delivered shall be irrevocable. Such Purchase Notice may be accepted delivered by less than all of the Second Lien Secured Parties Claimholders so long as all the accepting such Second Lien Secured Parties Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured Parties’ remedies under the First Lien Documents, this Agreement, at law or in equity or otherwiseClaimholders' remedies, the First Lien Secured Parties Claimholders agree at any time that, promptly following any of: (i) the occurrence of a payment default on the final maturity date under the First Lien Documents; (ii) the commencement of an Enforcement Action; (iii) an acceleration of the First Lien Obligations in accordance with the terms of the applicable First Lien Credit Documents; , (ii) a payment default under the First Lien Credit Documents that has not been cured or waived in accordance with the terms of the First Lien Credit Documents, (iii) an event of default (other than a payment default) under the First Lien Credit Documents that has not been cured or waived within 45 days of the occurrence thereof, (iv) an exercise of remedies by the First Lien Collateral Agent or other First Lien Claimholders with respect to, and in accordance with the terms of, the First Lien Credit Documents or (v) the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor; (each a “"Purchase Option Event”"), one or more of the First Lien Claimholders will offer in writing to the Second Lien Secured Parties (other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined in the Initial Second Lien Credit Agreement)), shall have the right, until the 45th day after the Purchase Event by written notice to the Designated First Lien Representative, to purchase on a pro rata basis by way of assignment, and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties Lenders the option to so purchasepurchase (an "Offer to Purchase"), for cash subject to Section 5.7(b), the entire aggregate amount (but not less than the entirety) of outstanding First Lien Obligations (including unfunded commitments under any Initial First Lien Document) at the Purchase Price without warranty or representation or recourse recourse, except as provided in 5.6(dSection 5.7(d). The Second Lien Lenders shall irrevocably accept or reject such offer within 20 Business Days of the receipt thereof, which offer may be accepted by less and the parties shall endeavor to close promptly and in any event no later than all of 20 Business Days thereafter. If the Second Lien Secured Parties so long Lenders accept such offer, it shall be exercised pursuant to assignment documentation required under the First Lien Credit Agreement for assignments by lenders thereunder and otherwise reasonably acceptable to each of the First Lien Collateral Agent and the Required Lenders (as all defined in, the accepting Second Lien Secured Parties shall when taken together purchase such entire aggregate amount as set forth aboveCredit Documents) (the "Assignment Agreement").