Common use of Repurchase Closing Clause in Contracts

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 3.1 shall be exercisable at any time within ninety (90) days following the Termination of Employment or the Bonus Shortfall Event (as applicable) by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment repurchase is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof being made in connection with a Bonus Shortfall Event or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant if such repurchase is being made in connection with a Termination of Employment (other than a Termination of Employment prior to Section 3.4the Bonus Date). The Company's repurchase rights under Section 3.2 3.1 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under this Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by written notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such the Called Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice Notice, if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.43.4 hereof. The Company's repurchase rights under this Section 3.2 shall lapse if not exercised within the time periods periods; (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Called Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Called Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such the Called Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under this Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by written notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such the Called Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.43.4 hereof. The Company's repurchase rights under this Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Called Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Called Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such the Called Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 purchase and sale of the Shares shall be exercisable at any time within ninety take place remotely via the exchange of documents and signatures (90or their electronic counterparts) days following on the Termination date upon which each of Employment the (i) issuance by notice to the Stockholder Company of approximately $300 million aggregate principal amount of a new series of convertible notes and (the "Repurchase Notice"). The closing of ii) the repurchase of up to 80% of the aggregate principal amount of the Company’s outstanding 5.75% Convertible Notes due 2028 (such Shares issuance and repurchase, collectively, the “Financing Transactions”) have been completed (which time and place (each in New York time) are designated as the “Repurchase Closing”). For the avoidance of doubt, the completion of the Financing Transactions shall be held a condition to the obligations of each of the Company and Seller to consummate the Repurchase Closing. The Company shall use commercially reasonable efforts to (x) publicly announce the commencement of outreach to potential purchasers of the new series of convertible notes and holders of the outstanding 5.75% Convertible Notes due 2028 with respect to the Financing Transactions on August 8, 2024 and (y) consummate the Financing Transactions by August 13, 2024, unless any of the Financing Closing Adverse Events (as defined below) shall have occurred. At the Repurchase Closing: (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is Company and Seller shall instruct Continental Stock Transfer and Trust Company to transfer the result of the Stockholder's resignation (other than for Good Reason) prior Shares in electronic form to the third anniversary of the date hereof or Company; (b) otherwisesubject to the terms and conditions of this Agreement, not earlier than five (5) days nor later than thirty (30) days after determination the Company shall pay to Seller the Aggregate Purchase Price, less any applicable withholding, by wire transfer of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above immediately available funds in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due wire transfer instructions set forth on Exhibit A; (c) Seller shall deliver to the Company a duly executed copy of an applicable IRS Form W-8; (d) the Company shall deliver to Seller a certificate from the Company dated as of the date of this Agreement, in form and substance consistent with the requirements of Treasury Regulations Section 1.897-2(h), certifying that the Company is not, and was not at any time during the 5-year period ending on the date of this Agreement, a U.S. real property holding corporation, within the meaning of section 897 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, the Company shall send Seller by email a proof of mailing of such certificate to the Stockholder Internal Revenue Service as required under this Treasury Regulations Section 3.3 shall be set off in payment of any amounts payable from 1.897-2(h)(2), no later than 20 days after the Stockholder to Repurchase Closing; and (e) Seller and the Company under shall execute a Termination Agreement to terminate the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and recordsIRA.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due due-from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than to thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior poor to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.