Common use of Put by the Management Holders Clause in Contracts

Put by the Management Holders. (a) If a Call Event occurs by reason of a Management Holder terminating his employment with the Company and any of its Subsidiaries for Good Reason or his employment being terminated without Cause by the Company and any of its Subsidiaries or upon termination of a Management Holder's employment with the Company by reason of death or Disability, then such Management Holder shall have the right to require the Company to purchase (the "PUT OPTION"), by delivery of a written notice (the "PUT NOTICE") to the Company during the 60-day period after the expiration of the Company Call Period pertaining to such Management Holder (the "PUT PERIOD"), and the Company shall be required to purchase all of the Subject Securities described in the Put Notice (other than Subject Securities purchased under Section 2.5) (such Subject Securities to be purchased hereunder being referred to collectively as the "PUT SECURITIES") at a price per share equal to the Put Price. (b) The closing of any purchase of Put Securities by the Company from a Management Holder pursuant to this Section 2.6 shall take place at the principal office of the Company on such date within 15 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder in writing. At such closing, the Management Holder shall deliver to the Company, against payment by the Company of the purchase price for the Put Securities in the manner set forth in the following sentence, certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). The purchase price for the Put Securities may be paid in cash (by delivery of a certified check payable to the Management Holder) or, at the option of the Company, by promissory note which is subordinated to all public, bank, financial institution and similar debt of the Company and its Subsidiaries, payable 20% on issuance and 20% on each of the following four anniversaries of the issuance date with interest paid at the prime rate announced from time to time by the Company's or its Subsidiaries' senior lenders (such interest payable in kind); provided that any cash payments required to be made under the terms of the promissory note may, if required by the Company or its Subsidiaries' senior lenders or noteholders, be made in the form of a note, provided, further, that at such time as payments under the promissory note are no longer prohibited by the Company's or its Subsidiaries' senior lenders or noteholders, the Company shall pay such amounts in cash (by delivery of a certified check payable to the Management Holder). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.6 to the contrary, one or more prospective or existing employees or other Persons may agree with the Board of Directors (individually, a "PUT DESIGNATED EMPLOYEE" and, collectively, "PUT DESIGNATED EMPLOYEES") that such employees or other Persons will acquire, in lieu of the Company, some (if the Company is acquiring the remaining Put Securities) or all (if the Company is not acquiring any Put Securities) of the Put Securities that the Company is required to purchase from the Management Holder under this Section 2.6, for cash and otherwise on the same terms and conditions as set forth in Section 2.6(b) which apply to the repurchase of Put Securities by the Company. Concurrently with any such purchase of Put Securities by any such Put Designated Employee, such Put Designated Employee shall execute a counterpart of this Agreement whereupon such Put Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.6(c) shall be made by a certified check or checks payable to the Management Holder, in an amount equal to the purchase price for such Put Securities under Section 2.6(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) If and to the extent a Management Holder elects not to exercise the Put Option and deliver a Put Notice within the Put Period or if the closing of the purchase of all Put Securities does not occur within 15 days after the expiration of the Put Period through the fault of such Management Holder, then the Put Option provided for in this Section 2.6 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement.

Put by the Management Holders. (a) If a Call Event occurs by reason of a Management Holder terminating his employment with the Company and any of its Subsidiaries for Good Reason or his employment being terminated without Cause by the Company and any of its Subsidiaries or upon termination of a Management Holder's employment with the Company by reason of death or DisabilitySubsidiaries, then such Management Holder shall have the right to require the Company to purchase (the "PUT OPTION"), by delivery of a written notice (the "PUT NOTICE") to the Company during the 6030-day period after the expiration of the Company Call Period pertaining to such Management Holder (the "PUT PERIOD"), and the Company shall be required to purchase all of the Subject Securities described in the Put Notice (other than Subject Securities purchased under Section 2.5) (such Subject Securities to be purchased hereunder being referred to collectively as the "PUT SECURITIES") at a price per share equal to the Put Price; provided that if a Management Holder exercises a Put Option within 18 months of the date hereof the Company shall be required to purchase all of the Subject Securities described in the Put Notice at a price per share equal to the Call Price. (b) The closing of any purchase of Put Securities by the Company from a Management Holder pursuant to this Section 2.6 shall take place at the principal office of the Company on such date within 15 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder in writing. At such closing, the Management Holder shall deliver to the Company, against payment by the Company of the purchase price for the Put Securities in cash (by delivery of a certified check payable to the manner set forth Management Holder) or, if the Company is required by its senior lenders, by subordinated promissory note with a ten year maturity and interest paid at the prime rate announced from time to time by the Company's senior lenders (such interest payable in the following sentencekind), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). The purchase price for the Put Securities may be paid in cash (by delivery of a certified check payable to the Management Holder) or, at the option of the Company, by promissory note which is subordinated to all public, bank, financial institution and similar debt of the Company and its Subsidiaries, payable 20% on issuance and 20% on each of the following four anniversaries of the issuance date with interest paid at the prime rate announced from time to time by the Company's or its Subsidiaries' senior lenders (such interest payable in kind); provided that any cash payments required to be made under the terms of the promissory note may, if required by the Company or its Subsidiaries' senior lenders or noteholders, be made in the form of a note, provided, further, that at such time as payments under the promissory note are no longer prohibited by the Company's or its Subsidiaries' senior lenders or noteholders, the Company shall pay such amounts in cash (by delivery of a certified check payable to the Management Holder). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.6 to the contrary, one or more prospective or existing employees or other Persons may agree with the Board of Directors (individually, a "PUT DESIGNATED EMPLOYEE" and, collectively, "PUT DESIGNATED EMPLOYEES") that such employees or other Persons will acquire, in lieu of the Company, some (if the Company is acquiring the remaining Put Securities) or all (if the Company is not acquiring any Put Securities) of the Put Securities that the Company is required to purchase from the Management Holder under this Section 2.6, for cash and otherwise on the same terms and conditions as set forth in Section 2.6(b) which apply to the repurchase of Put Securities by the Company. Concurrently with any such purchase of Put Securities by any such Put Designated Employee, such Put Designated Employee shall execute a counterpart of this Agreement whereupon such Put Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.6(c) shall be made by a certified check or checks payable to the Management Holder, in an amount equal to the purchase price for such Put Securities under Section 2.6(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) If and to the extent a Management Holder elects not to exercise the Put Option and deliver a Put Notice within the Put Period or if the closing of the purchase of all Put Securities does not occur within 15 days after the expiration of the Put Period through the fault of such Management Holder, then the Put Option provided for in this Section 2.6 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement. (d) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Put Option, were Unmatured Shares, the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Management Holder of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Put by the Management Holders. (a) If a Call Event occurs by reason of a Management Holder terminating his employment with the Company and any of its Subsidiaries for Good Reason or his employment being terminated without Cause by the Company and any of its Subsidiaries or upon termination of a Management Holder's employment with the Company by reason of death or DisabilitySubsidiaries, then such Management Holder shall have the right to require the Company to purchase (the "PUT OPTIONPut Option"), by delivery of a written notice (the "PUT NOTICEPut Notice") to the Company during the 6030-day period after the expiration of the Company Call Period pertaining to such Management Holder (the "PUT PERIODPut Period"), and the Company shall be required to purchase all of the Subject Securities described in the Put Notice (other than Subject Securities purchased under Section 2.5) (such Subject Securities to be purchased hereunder being referred to collectively as the "PUT SECURITIESPut Securities") at a price per share equal to the Put Price; provided that if a Management Holder exercises a Put Option within 18 months of the date hereof the Company shall be required to purchase all of the Subject Securities described in the Put Notice at a price per share equal to the Call Price. (b) The closing of any purchase of Put Securities by the Company from a Management Holder pursuant to this Section 2.6 shall take place at the principal office of the Company on such date within 15 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder in writing. At such closing, the Management Holder shall deliver to the Company, against payment by the Company of the purchase price for the Put Securities in cash (by delivery of a certified check payable to the manner set forth Management Holder) or, if the Company is required by its senior lenders, by subordinated promissory note with a ten year maturity and interest paid at the prime rate announced from time to time by the Company's senior lenders (such interest payable in the following sentencekind), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). The purchase price for the Put Securities may be paid in cash (by delivery of a certified check payable to the Management Holder) or, at the option of the Company, by promissory note which is subordinated to all public, bank, financial institution and similar debt of the Company and its Subsidiaries, payable 20% on issuance and 20% on each of the following four anniversaries of the issuance date with interest paid at the prime rate announced from time to time by the Company's or its Subsidiaries' senior lenders (such interest payable in kind); provided that any cash payments required to be made under the terms of the promissory note may, if required by the Company or its Subsidiaries' senior lenders or noteholders, be made in the form of a note, provided, further, that at such time as payments under the promissory note are no longer prohibited by the Company's or its Subsidiaries' senior lenders or noteholders, the Company shall pay such amounts in cash (by delivery of a certified check payable to the Management Holder). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.6 to the contrary, one or more prospective or existing employees or other Persons may agree with the Board of Directors (individually, a "PUT DESIGNATED EMPLOYEE" and, collectively, "PUT DESIGNATED EMPLOYEES") that such employees or other Persons will acquire, in lieu of the Company, some (if the Company is acquiring the remaining Put Securities) or all (if the Company is not acquiring any Put Securities) of the Put Securities that the Company is required to purchase from the Management Holder under this Section 2.6, for cash and otherwise on the same terms and conditions as set forth in Section 2.6(b) which apply to the repurchase of Put Securities by the Company. Concurrently with any such purchase of Put Securities by any such Put Designated Employee, such Put Designated Employee shall execute a counterpart of this Agreement whereupon such Put Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.6(c) shall be made by a certified check or checks payable to the Management Holder, in an amount equal to the purchase price for such Put Securities under Section 2.6(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) If and to the extent a Management Holder elects not to exercise the Put Option and deliver a Put Notice within the Put Period or if the closing of the purchase of all Put Securities does not occur within 15 days after the expiration of the Put Period through the fault of such Management Holder, then the Put Option provided for in this Section 2.6 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement. (d) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Put Option, were Unmatured Shares, the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Management Holder of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Put by the Management Holders. (a) If a Call Event occurs by reason of a Management Holder (other than Xxxx X. Xxxxxxxxx) terminating his employment with the Company and any of its Subsidiaries for Good Reason or his employment being terminated without Cause by the Company and any of its Subsidiaries or upon termination of a Management Holder's employment with the Company by reason of death or DisabilitySubsidiaries, then such Management Holder shall have the right to require the Company to purchase (the "PUT OPTION"“Put Option”), by delivery of a written notice (the "PUT NOTICE"“Put Notice”) to the Company during the 6030-day period after the expiration of the Company Call Period pertaining to such Management Holder (the "PUT PERIOD"“Put Period”), and the Company shall be required to purchase all of the Subject Securities described in the Put Notice (other than Subject Securities purchased under Section 2.5) (such Subject Securities to be purchased hereunder being referred to collectively as the "PUT SECURITIES"“Put Securities”) at a price per share equal to the Put Price; provided that if such Management Holder exercises a Put Option within 18 months of the date hereof the Company shall be required to purchase all of the Subject Securities described in the Put Notice at a price per share equal to the Call Price. (b) The closing of any purchase of Put Securities by the Company from a Management Holder pursuant to this Section 2.6 shall take place at the principal office of the Company on such date within 15 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder in writing. At such closing, the Management Holder shall deliver to the Company, against payment by the Company of the purchase price for the Put Securities in cash (by delivery of a certified check payable to the manner set forth Management Holder) or, if the Company is required by its senior lenders, by subordinated promissory note with a ten year maturity and interest paid at the prime rate announced from time to time by the Company’s senior lenders (such interest payable in the following sentencekind), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). The purchase price for the Put Securities may be paid in cash (by delivery of a certified check payable to the Management Holder) or, at the option of the Company, by promissory note which is subordinated to all public, bank, financial institution and similar debt of the Company and its Subsidiaries, payable 20% on issuance and 20% on each of the following four anniversaries of the issuance date with interest paid at the prime rate announced from time to time by the Company's or its Subsidiaries' senior lenders (such interest payable in kind); provided that any cash payments required to be made under the terms of the promissory note may, if required by the Company or its Subsidiaries' senior lenders or noteholders, be made in the form of a note, provided, further, that at such time as payments under the promissory note are no longer prohibited by the Company's or its Subsidiaries' senior lenders or noteholders, the Company shall pay such amounts in cash (by delivery of a certified check payable to the Management Holder). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.6 to the contrary, one or more prospective or existing employees or other Persons may agree with the Board of Directors (individually, a "PUT DESIGNATED EMPLOYEE" and, collectively, "PUT DESIGNATED EMPLOYEES") that such employees or other Persons will acquire, in lieu of the Company, some (if the Company is acquiring the remaining Put Securities) or all (if the Company is not acquiring any Put Securities) of the Put Securities that the Company is required to purchase from the Management Holder under this Section 2.6, for cash and otherwise on the same terms and conditions as set forth in Section 2.6(b) which apply to the repurchase of Put Securities by the Company. Concurrently with any such purchase of Put Securities by any such Put Designated Employee, such Put Designated Employee shall execute a counterpart of this Agreement whereupon such Put Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.6(c) shall be made by a certified check or checks payable to the Management Holder, in an amount equal to the purchase price for such Put Securities under Section 2.6(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Put Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (dc) If and to the extent a Management Holder elects not to exercise the Put Option and deliver a Put Notice within the Put Period or if the closing of the purchase of all Put Securities does not occur within 15 days after the expiration of the Put Period through the fault of such Management Holder, then the Put Option provided for in this Section 2.6 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement. (d) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Put Option, were Unmatured Shares, the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by such Management Holder of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.