Common use of Repurchase by the Investor Clause in Contracts

Repurchase by the Investor. If for any reason the Company does not elect to purchase all of the Executive Shares pursuant to the Repurchase Option, then the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the number of Executive Shares the Company has not elected to purchase (the "Available Shares"). Each of the Investors shall have a right to purchase a pro rata portion of the Available Shares based on the total number of shares of Common Stock then held by each Investor; provided, that if any Investor elects not to purchase its pro rata portion of the Available Shares, the other Investor shall have the right to purchase any such remaining Available Shares. As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after the Termination Date, the Company shall deliver a written notice to each holder of Executive Shares and the Investors as to the number of Executive Shares being purchased from each such holder by the Company and each Investor and the time and place of the closing of the transaction (which in no event shall be after the 90th day following the Termination Date) (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to each such holder of Executive Shares, each Investor shall also receive written notice from the Company setting forth the number of Available Shares it has elected to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The Repurchase Option with respect to any Executive Shares not repurchased on or prior to the Expiration Date shall terminate (provided Executive complies with the provisions of this Section 4).

Repurchase by the Investor. If for any reason the Company does not elect to purchase all of the Executive Shares pursuant to the Repurchase Option, then the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the number of Executive Shares the Company has not elected to purchase (the "Available Shares"). Each of the Investors shall have a right to purchase a pro rata portion of the Available Shares based on the total number of shares of Common Stock then held by each Investor; provided, that if any Investor elects not to purchase its pro rata portion of the Available Shares, the other Investor shall have the right to purchase any such remaining Available Shares. As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after the Termination Date, the Company shall deliver a written notice to each holder of Executive Shares and the Investors as to the number of Executive Shares being purchased from each such holder by the Company and each Investor and the time and place of the closing of the transaction (which in no event shall be after the 90th day following the Termination Date) (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to each such holder of Executive Shares, each Investor shall also receive written notice from the Company setting forth the number of Available Shares it has elected to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The Repurchase Option with respect to any Executive Shares not repurchased on or prior to the Expiration Date shall terminate (provided Executive complies with the provisions of this Section 43).

Repurchase by the Investor. If for any reason the Company does not elect to purchase all of the Executive Shares pursuant to the Repurchase Option, then the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the number of Executive Shares the Company has not elected to purchase (the "“Available Shares"”). Each of the Investors shall have a right to purchase a pro rata portion of the Available Shares based on the total number of shares of Common Stock then held by each Investor; provided, that if any Investor elects not to purchase its pro rata portion of the Available Shares, the other Investor shall have the right to purchase any such remaining Available Shares. As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 45 days after the Termination Date, the Company shall deliver a written notice to each holder of Executive Shares and the Investors as to the number of Executive Shares being purchased from each such holder by the Company and each Investor and the time and place of the closing of the transaction (which in no event shall be after the 90th day following the Termination Date) (the "“Supplemental Repurchase Notice"”). At the time the Company delivers the Supplemental Repurchase Notice to each such holder of Executive Shares, each Investor shall also receive written notice from the Company setting forth the number of Available Shares it has elected to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The Repurchase Option with respect to any Executive Shares not repurchased on or prior to the Expiration Date shall terminate (provided Executive complies with the provisions of this Section 42).