Common use of Redemption Date and Price Clause in Contracts

Redemption Date and Price. At any time after the earlier of the fourth anniversary of the Date of Grant and the date on which the Notes are prepaid under Section 8.1 or 8.2 of the Agreement (the "Note Redemption Date") and continuing until the sixth anniversary of the Date of Grant, but on a date (a "Redemption Date") within thirty (30) days after receipt by the Company of a written request (a "Redemption Election") from the Purchaser that all or a portion of the Shares beneficially owned by the Purchaser be redeemed, the Company shall, to the extent it may lawfully do so, redeem the Shares specified in the Redemption Election at a per share redemption price (the "Redemption Price") equal to the higher of: (1) the Fair Market Share Price of the Common Stock on the thirtieth day before such Redemption Date (the "Calculation Date"), and (2) an amount equal to the quotient of (x) the product of (A) 6.00% per annum on the average daily principal amount of outstanding Purchaser Notes from and including the Date of Grant to but excluding such Redemption Date and (B) the Redemption Ratio for that Redemption Date and (y) the number of Shares being redeemed on such Redemption Date. If Purchaser Notes are outstanding on a Redemption Date, the Company shall pay to the Purchaser in arrears on each Payment Date after such Redemption Date an amount equal to the product of (1) 6.00% per annum on the average daily principal balance of outstanding Purchaser Notes from and including that the later of the Redemption Date or the preceding the Payment Date to but excluding such Payment Date and (2) the Redemption Ratio for that Redemption Date; provided that the Company may credit dollar for dollar against such payments (commencing with the payment due on the first Payment Date after such Redemption Date) the product of (x) the number of Shares redeemed on such Redemption Date and (y) the amount, if any, by which the Fair Market Share Price for such Redemption Date determined pursuant to clause (1) of the preceding paragraph exceeds the amount calculated for such Redemption Date pursuant to clause (2) of such paragraph. For purposes of this Section 10.5(a), the following terms shall have the following meanings: