Common use of Put Rights Clause in Contracts

Put Rights. (a) If, within six months before or two years after a Change in Control, Optionee ceases to be an Employee due to a termination by the Company without Cause or due to a termination by Employee for Good Reason, the Employee or his representative shall have the right to require the Company, within sixty (60) days following termination of employment and prior to the effective date of a Public Offering of securities of the same class as the Option Shares, to require the Company to purchase all of Optionee's Option Shares. For this purpose, a notice of exercise given by the Employee to the Company pursuant to this Section 9 shall be effective to perfect Optionee's right to sell, subject to the remaining provisions of this Section 9. (1) The Optionee, upon exercising this right to sell, shall give written notice to the Company of the number of Option Shares to be sold, and the Company shall thereupon give the Optionee notice of the time and date of closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the date of the Optionee's notice and shall be held at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be transferred to the Company free and clear of all liens, claims and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) The price for Option Shares purchased by the Company shall be payable all in cash at the closing. (c) The repurchase price for each Option Share shall be an amount equal to the Fair Market Value as of the date of the repurchase.

Put Rights. (a) IfEach Equity Plan Member may, within six months before in his, her or two years after its sole discretion, elect to have the Company purchase all or a Change portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in Control, Optionee the event that the Equity Plan Member ceases to be an Employee due employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a termination material breach by the Company without Cause of any agreement between the Equity Plan Member and the Company; (iii) in the event that Xxxxxx X. Xxxxxxx III ceases to be associated in any capacity with the Company or due any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to a termination by Employee for Good Reasonexercise his, the Employee her or his representative shall have the its right to require cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within sixty one hundred twenty (60120) days following termination of employment and prior to the effective date of a Public Offering of securities of the same class as date that the Option Shares, notice of the Equity Plan Member’s intent to require the Company to purchase all of Optionee's Option Shares. For this purpose, a notice of exercise given by the Employee to the Company Equity Plan Call Units is delivered pursuant to this Section 9 shall be effective to perfect Optionee's right to sell12.2(b). At the Equity Plan Put Closing, subject to the remaining provisions of this Section 9. (1) The Optionee, upon exercising this right to sell, each Equity Plan Member selling Equity Plan Put Units shall give written notice to (A) execute and deliver such documents as shall be reasonably requested by the Company of the number of Option Shares to be sold, and the Company shall thereupon give the Optionee notice of the time (B) represent and date of closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the date of the Optionee's notice and shall be held at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be warrant that such Equity Plan Put Units are being transferred to the Company free and clear of all liens, claims encumbrances and encumbrancesinterests or rights of other Persons, however described, except for restrictions imposed by applicable securities laws. and (2) The price for Option Shares purchased by the Company shall be payable all make payment to each Equity Plan Member selling such Equity Plan Put Units in cash at the closing. (c) The repurchase price for each Option Share shall be an amount equal to the Fair Market Value as Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the date balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the repurchasefiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.

Put Rights. (a) IfIf (i) a Qualified Public Offering or (ii) an Approved Sale has not occurred on or prior to the fifth (5th) anniversary of the Closing, within six months before or two years after a Change in Control, Optionee ceases to be an Employee due to a termination by then the Company without Cause or due to a termination by Employee for Good Reason, the Employee or his representative Majority Management Stockholders shall have the right to require cause the CompanyCompany to purchase all, but not less than all, of the Stockholder Shares held by all Management Stockholders (such right, the “Put”). Upon receipt by the Company from the Majority Management Stockholders of an irrevocable notice (a “Put Notice”) exercising the Put, the Company shall, in the discretion of the Board and within sixty (60) days following termination of employment and prior to the effective date of a Public Offering of securities receipt of the same class as the Option SharesPut Notice, to require the Company to either (A) purchase all of Optionee's Option Shares. For this purpose, a notice of exercise given the Stockholder Shares held by the Employee to the Company pursuant to this Section 9 shall be effective to perfect Optionee's right to sell, subject to the remaining provisions of this Section 9. (1) The Optionee, upon exercising this right to sell, shall give written notice to the Company of the number of Option Shares to be sold, and the Company shall thereupon give the Optionee notice of the time and date of closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the date of the Optionee's notice and shall be held Management Stockholders at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be transferred to the Company free and clear of all liens, claims and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) The price for Option Shares purchased by the Company shall be payable all in cash at the closing. (c) The repurchase price for each Option Share shall be an amount equal to the Fair Market Value (determined as of the date of the repurchasePut Notice), (B) cause the Company to initiate the process of a Qualified Public Offering, or (C) cause the Company to initiate the process of a Liquidity Event, in each case, in accordance with the terms of this Agreement, including, without limitation, Section 2.4. The Company shall inform all Management Stockholders of the Put Notice and its election pursuant to this Section 2.5(a). (b) If the Company elects to pursue a Qualified Public Offering or a Liquidity Event pursuant to Section 2.5(a) above, it shall use commercially reasonable efforts to consummate such transaction on or prior to the 12-month anniversary of its receipt of the Put Notice. For the avoidance of doubt, the terms and conditions of Section 2.4 shall apply to any Liquidity Event consummated in connection with the exercise of the Put. If such Qualified Public Offering or Liquidity Event, as applicable, has not been consummated within such 12-month period, the Company shall be required to purchase, and the Management Stockholders shall be required to sell, all of the Stockholder Shares held by the Management Stockholders for cash. If the Company is required to purchase the Stockholder Shares subject to the Put after electing to pursue either a Qualified Public Offering or a Liquidity Event, the Fair Market Value of such Stockholder Shares shall be determined as of the first anniversary of the Put Notice. (c) All Management Stockholders shall be required to sell all of their Stockholder Shares pursuant to the Put. At the time the Company is required to purchase the Stockholder Shares pursuant to this Section 2.5, the Management Stockholders shall execute a sale agreement (in form and substance reasonably acceptable to the purchasers); provided, that such agreement shall contain only those representations and warranties described in Section 2.4(c)(iii). The Company may elect to satisfy the Put by causing a third party to purchase any Stockholder Shares subject to the Put on the same terms as the Company.

Put Rights. (a) IfAt any time, within six months before or two years after and from time to time, commencing December 30, 2003, a Change in ControlPurchaser may, Optionee ceases by notice to be an Employee due to a termination by the Company without Cause or due to a termination by Employee for Good Reason, the Employee or his representative shall have the right to require the Company, within sixty (60) days following termination of employment and prior to the effective date of other Purchasers (a Public Offering of securities of the same class as the Option Shares, "Put Notice") elect to require the Company (subject to the conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at a price equal to the Fair Market Value (as defined below) determined as of the date of the Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all of Optionee's Option such Common Stock and Series B Shares at the Fair Market Value. In the event that the Fair Market Value is less than the price at which such Purchaser is willing to Put such Common Stock and Series B Shares. For this purpose, a notice then, within 30 days after the date of exercise given by the Employee to determination of Fair Market Value, the Purchaser may withdraw such Put Notice and the obligations of the Purchaser and the Company pursuant to this Section 9 1.1 with respect to such Put shall be effective to perfect Optionee's terminated. During the thirty (30) day period following the delivery of any Put Notice, each Purchaser shall have the right to sell, subject exercise a Put on equal priority with the Purchaser who delivered the Put Notice initiating such process with respect to the remaining provisions of this Section 9all Common Stock and Series B Shares owned by such Purchaser. (1b) The Optionee, upon exercising this right Company's obligations with respect to sell, a Put(s) shall give written notice be limited to the Company extent of its funds legally available for the purchase of capital stock of the number of Option Shares to be sold, and Company. In the event that the Company shall thereupon give is so limited in its ability to fulfill any Put, the Optionee notice Company will use its reasonable efforts to arrange financing on commercially reasonable terms and conditions in an amount sufficient to enable it to fulfill its obligations in respect of all Common Stock and Series B Shares Put by Purchasers during the 30 day period following delivery of the time and date initiating Put Notice. If, notwithstanding such efforts, after a period of closing 90 days following the determination of the repurchase Fair Market Value as of the Option Shares, which shall be no later than sixty (60) days from the date of the Optioneeinitiating Put Notice, the Company is unable to acquire for cash all of the Common Stock and Series B Shares which have been Put, then the Company shall issue to each Purchaser who has Put Common Stock and Series B Shares a Promissory Note of the Company in the original principal amount equal to the Fair Market Value of the Common Stock and Series B Shares so Put which the Company is unable to acquire for cash (prorating the cash to be paid and principal amount of Promissory Notes to be delivered based upon the number of shares (calculated on an as converted and/or as exercised basis) Put by each Purchaser as compared to the total number of shares Put by all Purchasers). Any such promissory note shall bear interest at the rate per annum equal to the then prevailing rate for three year U.S. Treasury obligations plus 500 basis points on the outstanding principal amount thereof, shall be mandatorily prepayable out of excess cash flow of the Company and its subsidiaries on a consolidation basis, and shall mature on the third anniversary of the Put Notice applicable thereto. Such Promissory Note shall contain such subordination provisions as the Company's notice senior lenders shall reasonably request. The Promissory Note shall be secured by a pledge of the securities with respect to which the Put has been exercised. The Promissory Note shall be substantially in the form of Exhibit I attached to this Agreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, together with assignments separate from certificates, which are undated and have been executed by the Company, and shall be held delivered to the Purchaser, together with a pledge agreement executed by the Company in substantially the form of Exhibit II attached to this Agreement and the Promissory Note, at the principal office Closing of such Put. (c) The closing of any Put transaction shall take place on a date (such date to be as soon as practicable after the Valuation has been delivered) and at the offices of the Company. At closingThe Company, will pay for the Company shall deliver the sale price, Common Stock and the Optionee shall deliver the Option Series B Shares to be repurchased purchased pursuant to a Put by wire transfer to the Purchaser to the extent provided above, and, if required pursuant to subparagraph (b) above by delivery of a Promissory Note duly endorsed for transfer executed by the Company. The Company, will be entitled to receive customary representations and with all required revenue stamps attached, warranties from the Purchaser regarding the sale of the Common Stock and Series B Shares including a representation that the Purchaser has good and marketable title to the Option Common Stock and Series B Shares shall to be transferred to the Company free and clear of all liens, claims and other encumbrances, however described, except for restrictions imposed by applicable securities laws. (2d) The price As used herein, the following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), in the event of a sale of the Company and its Subsidiaries pursuant to an active marketing process, less any indebtedness of the Company and its Subsidiaries for Option Shares purchased borrowed money. Fair Market Value of a share of Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and outstanding shares of Common Stock of the Company shall be payable on a fully diluted basis (including the conversion of all in cash at securities convertible into Common Stock and the closing. (c) The repurchase price for each Option exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall be an amount equal to mean the Fair Market Value as of a share of Common Stock multiplied by the date number of the repurchaseshares of Common Stock into which such Series B Share is then convertible.

Put Rights. (a) IfUpon termination of a Management Investor's employment, within six months before consultancy or two years after a Change in Control, Optionee ceases to be an Employee directorship with Packard or any of its subsidiaries due to a termination by death, Disability, Retirement of the Company without Cause Management Investor or due to the circumstances described in clause (b) of the definition of Involuntary Termination with respect to such Management Investor (any of the foregoing, a termination by Employee for Good Reason"Put Event") in each case prior to the earlier of an Initial Public Offering and the tenth anniversary of the Closing, the Employee or such Management Investor and his representative Permitted Transferees shall have the right (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to require Packard within a period of 180 calendar days after the Company, within sixty (60) days following termination of employment and prior to the effective date of a Public Offering of securities occurrence of the same class as Put Event (subject to extension for up to three months in the Option Sharesevent that Packard is legally prohibited or contractually prohibited, by virtue of its, or any of its subsidiaries', debt or other contractual obligations, from honoring a Put Right) (the "Put Notice Period"), to require the Company Packard to purchase all, but not less than all, of the Management Shares owned by such Management Investor or his or her Permitted Transferees (the "Put Shares") and all vested options to purchase Shares held by such Management Investor or Management Investor's Permitted Transferees (the "Put Options") on the date of Optionee's the occurrence of the Put Event at a price per Put Share or Put Option Shares. For this purpose, a notice of exercise given by the Employee equal to the Company pursuant to this Section 9 Share Put Price (as defined below) or Option Put Price (as defined below), respectively, and upon receipt of such notice Packard shall be effective to perfect Optionee's right to sellpurchase such Put Shares and Put Options, subject to the remaining provisions terms hereof. For purposes of this Section 9. (1) The Optionee3.1, upon exercising the term "Share Put Price" shall mean the Fair Value Price of the Put Shares on the date of occurrence of such Put Event, all calculations described in this right sentence to sellbe made on a per Share basis. For purposes of this Section 3.1, shall give written notice the term "Option Put Price" of any Put Options sold pursuant to the Company exercise of the Put Right shall mean the product of the number of Option Shares to be soldissuable upon exercise of a Management Investor's then-vested Put Options times the difference, and the Company shall thereupon give the Optionee notice of the time and date of closing of the repurchase of the Option Shares, which if positive (if negative such price shall be no later than sixty (60) days from the date of the Optionee's notice and shall be held at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be transferred to the Company free and clear of all liens, claims and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) The price for Option Shares purchased by the Company shall be payable all in cash at the closing. (c) The repurchase price for each Option Share shall be an amount equal to zero), between (i) the Fair Market Value as Share Put Price and (ii) the exercise price of the date of the repurchaseeach Put Option.

Put Rights. (a) IfAt any time, within six months before or two years after and from time to time, commencing December 30, 2003, a Change in ControlPurchaser may, Optionee ceases by notice to be an Employee due to a termination by the Company without Cause or due to a termination by Employee for Good Reason, the Employee or his representative shall have the right to require the Company, within sixty (60) days following termination of employment and prior to the effective date of other Purchasers (a Public Offering of securities of the same class as the Option Shares, "Put Notice") elect to require the Company (subject to the conditions set forth below), to purchase (a "Put") all of the Common Stock and Series B Shares owned by such Purchaser at a price equal to the Fair Market Value (as defined below) determined as of the date of the Put Notice, and the Company, subject to the conditions set forth below, shall thereupon become obligated to purchase all of Optionee's Option Sharessuch Common Stock and Series B Stock at the Fair Market Value. For this purposeIn the event that the Fair Market Value is less than the price at which such Purchaser is willing to Put such Common Stock and Series B Shares then, a notice within 30 days after the date of exercise given by the Employee to determination of Fair Market Value, the Purchaser may withdraw such Put Notice and the obligations of the Purchaser and the Company pursuant to this Section 9 1.1 with respect to such Put shall be effective to perfect Optionee's terminated. During the thirty (30) day period following the delivery of any Put Notice, each Purchaser shall have the right to sell, subject exercise a Put on equal priority with the Purchaser who delivered the Put Notice initiating such process with respect to the remaining provisions of this Section 9all Common Stock and Series B Shares owned by such Purchaser. (1b) The Optionee, upon exercising this right Company's obligations with respect to sell, a Put(s) shall give written notice be limited to the Company extent of its funds legally available for the purchase of capital stock of the number of Option Shares to be sold, and Company. In the event that the Company shall thereupon give is so limited in its ability to fulfill any Put, the Optionee notice Company will use its reasonable efforts to arrange financing on commercially reasonable terms and conditions in an amount sufficient to enable it to fulfill its obligations in respect of all Common Stock and Series B Shares Put by Purchasers during the 30 day period following delivery of the time and date initiating Put Notice. If, notwithstanding such efforts, after a period of closing 90 days following the determination of the repurchase Fair Market Value as of the Option Shares, which shall be no later than sixty (60) days from the date of the Optioneeinitiating Put Notice, the Company is unable to acquire for cash all of the Common Stock and Series B Shares which have been Put, then the Company shall issue to each Purchaser who has Put Common Stock and Series B Shares a Promissory Note of the Company in the original principal amount equal to the Fair Market Value of the Common Stock and Series B Shares so Put which the Company is unable to acquire for cash (prorating the cash to be paid and principal amount of Promissory Notes to be delivered based upon the number of shares (calculated on an as converted and/or as exercised basis) Put by each Purchaser as compared to the total number of shares Put by all Purchasers). Any such promissory note shall bear interest at the rate per annum equal to the then prevailing rate for three year U.S. Treasury obligations plus 500 basis points on the outstanding principal amount thereof, shall be mandatorily prepayable out of excess cash flow of the Company and its subsidiaries on a consolidation basis, and shall mature on the third anniversary of the Put Notice applicable thereto. Such Promissory Note shall contain such subordination provisions as the Company's notice senior lenders shall reasonably request. The Promissory Note shall be secured by a pledge of the securities with respect to which the Put has been exercised. The Promissory Note shall be substantially in the form of Exhibit I attached to this Agreement. The securities pledged to secure the Promissory Note shall be endorsed in blank, together with assignments separate from certificates, which are undated and have been executed by the Company, and shall be held delivered to the Purchaser, together with a pledge agreement executed by the Company in substantially the form of Exhibit II attached to this Agreement and the Promissory Note, at the principal office Closing of such Put. (c) The closing of any Put transaction shall take place on a date (such date to be as soon as practicable after the Valuation has been delivered) and at the offices of the Company. At closingThe Company, will pay for the Company shall deliver the sale price, Common Stock and the Optionee shall deliver the Option Series B Shares to be repurchased purchased pursuant to a Put by wire transfer to the Purchaser to the extent provided above, and, if required pursuant to subparagraph (b) above by delivery of a Promissory Note duly endorsed for transfer executed by the Company. The Company, will be entitled to receive customary representations and with all required revenue stamps attached, warranties from the Purchaser regarding the sale of the Common Stock and Series B Shares including a representation that the Purchaser has good and marketable title to the Option Common Stock and Series B Shares shall to be transferred to the Company free and clear of all liens, claims and other encumbrances, however described, except for restrictions imposed by applicable securities laws. (2d) The price As used herein, the following terms shall have the following respective meanings: Entity Fair Market Value shall mean the fair market value of the Company and its Subsidiaries considered as one entity (as established pursuant to a Valuation), in the event of a sale of the Company and its Subsidiaries pursuant to an active marketing process, less any indebtedness of the Company and its Subsidiaries for Option Shares purchased borrowed money. Fair Market Value of a share of Common Stock shall mean the Entity Fair Market Value divided by the total number of issued and outstanding shares of Common Stock of the Company shall be payable on a fully diluted basis (including the conversion of all in cash at securities convertible into Common Stock and the closing. (c) The repurchase price for each Option exercise of all warrants which are exercisable into Common Stock). Fair Market Value of a Series B Share shall be an amount equal to mean the Fair Market Value as of a share of Common Stock multiplied by the date number of the repurchaseshares of Common Stock into which such Series B Share is then convertible.

Put Rights. (a) IfSubject to any waiver of the rights provided in this Section 4.2 contained in the Employment Agreement or any analogous provision of any employment, within six months before compensation or two years after benefit agreement or arrangement, if any, of any Management Investor, if, prior to the consummation of an IPO, a Change in ControlManagement Investor dies or the Management Investor's employment by the Company or, Optionee ceases to be if applicable, an Employee Affiliate thereof, is terminated by the Company or, if applicable, an Affiliate thereof, without Cause or is terminated due to a termination by the Company without Cause Permanent Disability, or due to a termination by Employee for with Good Reason, the Employee Management Investor or his the Management Investor's legal representative or trustee, as the case may be, shall have the right to require the Company, within sixty (60) days following termination of employment and prior to the effective date of a Public Offering of securities of the same class as the Option Shares"Put Right"), to require the Company to purchase all (but not less than all) of Optioneethe Management Investor's Option Common Stock (including any shares held by its Management Transferees) (such shares on each particular Put Right exercise date, the "Put Shares. For this purpose") and all (but not less than all) of the Management Investor's Options (such Options on each particular Put Right exercise date, the "Put Options") provided that in no event shall a notice Put Right be exercised after the date which is six (6) months after such Management Investor's death or the termination of exercise given by the Employee to such Management Investor's employment with the Company pursuant to this Section 9 shall be effective to perfect Optionee's right to sellor, subject to the remaining provisions of this Section 9. (1) if applicable, an Affiliate thereof. The Optionee, upon exercising this right to sell, shall give written notice to the Company of the number of Option Shares price to be sold, and the Company shall thereupon give the Optionee notice of the time and date of closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the date of the Optionee's notice and shall be held at the principal office of the Company. At closing, the Company shall deliver the sale price, and the Optionee shall deliver the Option Shares to be repurchased duly endorsed paid for transfer and with all required revenue stamps attached, and the title to the Option any Put Shares shall be transferred to the Company free and clear of all liens, claims and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) The price for Option Shares purchased by the Company shall be payable all in cash at the closing. (c) The repurchase price for each Option Share shall be an amount equal to the aggregate Fair Market Value of such Put Shares determined as of the date of exercise of the repurchasePut Right with respect to such Put Shares. The price to be paid for any Put Option shall be equal to the aggregate Fair Market Value of the shares of Common Stock (determined as of the date of exercise of the Put Right with respect to such Put Option) underlying such Put Option, less (i) the product of the per share exercise price and the number of shares subject to the Put Option, and (ii) applicable withholdings. The Company shall pay the purchase price (less exercise price and applicable withholdings with respect to Options) for the Common Stock and the Options repurchased pursuant to this Section 4.2 in cash to the extent that the Company is permitted or required to purchase such shares for cash (under both applicable law and the Company's and its Affiliates' indebtedness and contractual arrangements and agreements). The Company shall fund any amount not so permitted to be paid in cash with a Buy-Out Note. A Supermajority of the Board may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee.