Common use of Repurchase Closing Clause in Contracts

Repurchase Closing. The closing of the purchase of the Vested Units pursuant to the Repurchase Option shall take place on the date designated by the LLC in the LLC Repurchase Notice, which date shall be a business day not more than 60 days nor less than five days after the delivery of such notice. Subject to Section 4(e), the LLC shall pay for the Vested Units to be purchased pursuant to the Repurchase Option by delivery of a cashier’s or certified check or wire transfer of funds. The LLC shall be entitled to (x) receive from the transferor thereof representations and warranties regarding good title to such securities, free and clear of any liens or encumbrances, authorization and/or capacity to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery of the LLC Repurchase Notice, the Vested Units to be repurchased shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Units to be repurchased by the LLC shall first be satisfied to the extent possible from the Vested Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Vested Units then held by Executive is less than the amount of Vested Units the LLC has elected to purchase, the LLC shall purchase the remaining Vested Units elected to be purchased from the other holder(s) of Vested Units, pro rata according to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Units to be repurchased hereunder shall be allocated among Executive and the other holders of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such persons.

Repurchase Closing. The closing of the purchase of the Vested Units pursuant to the Repurchase Option transactions contemplated by Section 3(c) shall take place on the date designated by the LLC in the LLC applicable Repurchase Notice, which date shall will not be a business day not more than 60 days nor less than five days after the delivery of such notice. Subject to The closing of the transactions contemplated by Section 4(e3(d) shall take place on the date designated in the applicable Repurchase Requirement Notice (in the case of a Repurchase Requirement), which date will not be more than five business days after the LLC delivery of such notice. The Company shall pay for the Vested Units to be purchased pursuant to the Repurchase Option by delivery of a cashier’s or certified check or wire transfer of funds. The LLC shall be entitled to (x) receive from the transferor thereof representations and warranties regarding good title to such securities, free and clear of any liens or encumbrances, authorization and/or capacity to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery of the LLC Repurchase Notice, the Vested Units to be repurchased shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Purchased Units to be repurchased by it by first offsetting amounts outstanding under any bona fide debts owing by the LLC shall Purchaser to the Company or any of its Subsidiaries, now existing or hereinafter arising (irrespective as to whether such amounts are owing by the holder of such Purchased Units), including any outstanding principal and accrued interest under the Promissory Note, and will pay the remainder of the Repurchase Price by, at its option, delivery of (i) either a check payable to, or by wire transfer of immediately available funds to an account designated in writing by the holder to, the holder of such Purchased Units, (ii) if terms required by creditors in agreements or indentures with the Company or its Subsidiaries have the effect of restricting or prohibiting the Company or its Subsidiaries from making the payment in clause (i), a subordinated promissory note payable in three equal annual installments commencing on the first anniversary of the closing of such repurchase and bearing interest at a rate per annum equal to 5%, or (iii) both the methods set forth in clauses (i) and (ii), in the aggregate amount of the Repurchase Price for such Purchased Units. Notwithstanding anything to the contrary contained herein, all repurchases of the Purchased Units by the Company will be satisfied subject to applicable restrictions under all applicable laws and, to the extent possible from applicable, in the Vested Units held by Executive at Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the time of delivery repurchase of the Repurchase Notice. If Purchased Units hereunder that the number of Vested Units then held by Executive Company is less than the amount of Vested Units the LLC has elected otherwise entitled to purchasemake, the LLC shall purchase Company may make such repurchases as soon as it is permitted to do so under such restrictions. The Company will receive customary representations and warranties from each seller regarding the remaining Vested Units elected to be purchased from sale of the other holder(s) of Vested Purchased Units, pro rata according including representations that such seller has good and marketable title to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Purchased Units to be repurchased hereunder shall be allocated among Executive transferred free and the clear of all liens, claims, and other holders of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such personsencumbrances.

Repurchase Closing. If the Company, GPP or Orgenesis has elected to purchase any of the Management Holder Securities, then the purchase of such Management Holder Securities pursuant to this Section 3.6 will be completed (the “Repurchase Closing”) at the Company’s principal office, at 10:00 a.m., on the thirtieth (30th) day following the date the Company, GPP or Orgenesis provides notice to the Management Holder that the Company, GPP or Orgenesis, as the case may be, are purchasing any of the Management Holder Securities or on such earlier day as designated by the Company, in its sole discretion, upon not less than ten (10) days prior notice to GPP, Orgenesis and the Management Holder. If such date is not a Business Day, then the Repurchase Closing will occur at the same time and place on the next succeeding Business Day. The closing Company and/or GPP and/or Orgenesis will pay for the Management Holder Securities, at their respective options, by (a) delivery of a cashier’s check or wire transfer of immediately available funds, or (b) setoff against any and all obligations (to the extent of such obligations) owed to the Company, its Subsidiaries, GPP, Orgenesis or any of their respective Affiliates, as applicable, by Management Holder. The Company and/or GPP and/or Orgenesis may rescind any exercise of their repurchase rights under this Section 3.6 at any time prior to the Repurchase Closing. At the Repurchase Closing, the Management Holder and any Holder shall deliver a certificate or certificates representing the Management Holder Securities to be purchased duly endorsed, or with stock powers duly endorsed, for transfer, and such other documents as the Company, GPP or Orgenesis may reasonably request. The Company, GPP and Orgenesis will be entitled to receive customary representations and warranties regarding matters such as ownership, title and authority to sell from the Holders regarding such sale, and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Vested Units pursuant to the Repurchase Option shall take place on the date designated by the LLC in the LLC Repurchase Notice, which date shall be a business day not more than 60 days nor less than five days after the delivery of such notice. Subject to Section 4(e), the LLC shall pay for the Vested Units Management Holder Securities to be purchased pursuant to the Repurchase Option by delivery of a cashier’s or certified check or wire transfer of funds. The LLC shall be entitled to (x) receive from the transferor thereof representations and warranties regarding good title to such securities, free and clear of any liens or encumbrances, authorization and/or capacity to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery of the LLC Repurchase Notice, the Vested Units to be repurchased shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Units to be repurchased by the LLC shall first be satisfied to the extent possible from the Vested Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Vested Units then held by Executive is less than the amount of Vested Units the LLC has elected to purchase, the LLC shall purchase the remaining Vested Units elected to be purchased from the other holder(s) of Vested Units, pro rata according to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Units to be repurchased hereunder shall be allocated among Executive and the other holders of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such personsSection 3.6.

Repurchase Closing. The closing of the purchase of the Vested Units Termination Shares pursuant to the Company Repurchase Option shall take place as soon as reasonably practicable and in no event later than thirty (30) days following the end of the applicable Company Repurchase Period and in the location designated by the Company or its designee in the Repurchase Notice or at such other time and location as the parties to such purchase may mutually determine (the date on which such purchase occurs, the “Repurchase Closing Date”); provided, that the Company or its designee may rescind its election to purchase the Termination Shares at any time prior to such closing (but may make another election at a future date). At the closing of any purchase pursuant to this Section 9, the holder or holders of the Termination Shares subject to the Repurchase Notice shall take all actions necessary to effect such purchase. The purchase price may be paid by the Company or its designee in the form of (i) cash, (ii) a promissory note, maturing on the fifth (5th) anniversary of the date of the Company’s written notice and bearing interest at the “applicable federal short-term rate” on the date designated by of the LLC in the LLC Repurchase Notice, which date (iii) with the Participant’s consent, non-convertible preferred interests of the Company that shall be a business day not more than 60 days nor less than five days after redeemed within two (2) years following the delivery issuance date of such noticenon-convertible preferred interests, or (iv) any combination of the foregoing to the extent such Participant has consented to the use of non-convertible preferred interests. Subject Notwithstanding anything to the contrary contained in this Award Agreement, all repurchases of Shares by the Company pursuant to this Section 4(e)9(d) shall be subject to applicable restrictions contained in the Company’s financing agreements. If any such restrictions prohibit the exercise of the repurchase rights (or payment with a promissory note) under this Section 9(d) which the Company is otherwise entitled or required to make, the LLC time periods provided in this Section 9(d) shall pay for be suspended, and the Vested Units Company may make such repurchases as soon as it is permitted to be purchased pursuant to the Repurchase Option by delivery of a cashier’s or certified check or wire transfer of fundsdo so under such restrictions. The LLC Company or its designee shall be entitled to (x) receive customary representations and warranties from the transferor thereof Participant regarding such sale of Termination Shares (including representations and warranties regarding good the Participant’s title to and ownership of such securitiesTermination Shares) and to require the Participant’s signatures, free and clear as applicable, be guaranteed. For purposes of any liens or encumbrances, authorization and/or capacity to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery of the LLC Repurchase Noticethis Section 9(d), the Vested Units to be repurchased Participant shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Units to be repurchased include the direct and/or beneficial owner of the Shares held by the LLC shall first be satisfied to the extent possible from the Vested Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Vested Units then held by Executive is less than the amount of Vested Units the LLC has elected to purchase, the LLC shall purchase the remaining Vested Units elected to be purchased from the other holder(s) of Vested Units, pro rata according to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Units to be repurchased hereunder shall be allocated among Executive and the other holders of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such personsParticipant.

Repurchase Closing. The closing of the purchase of the Vested Units pursuant to the Repurchase Option Closing shall take place on the date designated by the LLC Company in the LLC Repurchase Notice, which date shall be a business on or before the thirtieth day not more than 60 days nor less than five days after following the delivery date of such noticethe Repurchase Notice (the “Repurchase Closing Date”). Subject to Section 4(e)On the Repurchase Closing Date, the LLC Company shall pay the Repurchase Price for the Vested Purchasable Units to be purchased pursuant to purchased, by, at the Repurchase Option by Company’s election, delivery of a cashier’s or certified check or bank check, wire transfer of fundsimmediately available funds or a subordinated note (the “Subordinated Note”), which Subordinated Note (if any) would (i) be on the terms and conditions, including a reasonable rate of interest, as determined by the Board, with reasonable consultation with the Class B Unitholder and (ii) mature upon the earliest to occur of the following: (A) a Change in Control (as defined in the Incentive Plan), (B) the Registration Date and (C) the date that is 24 months after the Repurchase Closing Date (such date, the “Maturity Date”); provided, that, the Company may offset against such Repurchase Price any then existing documented and bona fide monetary debts owed by the Participant to the Company or any of its subsidiaries; provided, further, that with respect to any Repurchase Price paid by a Subordinated Note, the amount of such Subordinated Note shall be equal to the sum of (I) the Repurchase Price plus (II) the amount of any distributions that would have been made in respect of the Purchasable Units repurchased by the Company with such Subordinated Note with respect to the time period between the Repurchase Closing Date and the Maturity Date, assuming that the Purchasable Units had not been repurchased by the Company. The LLC shall be entitled to (x) Company will receive from the transferor thereof customary representations and warranties from each seller regarding the sale of the Purchasable Units, including, but not limited to, representations that such seller has good and marketable title to such securities, the Purchasable Units to be Transferred free and clear of any liens or all liens, claims and other encumbrances, authorization and/or capacity and the Company will be entitled to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision require all sellers’ signatures to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery For the avoidance of the LLC Repurchase Noticedoubt, the Vested Units to be repurchased shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Units to be repurchased by the LLC shall first be satisfied to the extent possible from the Vested Units held by Executive at the time of delivery of if the Repurchase Notice. If Price for the number of Vested Units then held by Executive is less than the amount of Vested Units the LLC has elected to purchase, the LLC shall purchase the remaining Vested Units elected to be purchased from the other holder(s) of Vested Units, pro rata according to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Purchasable Units to be repurchased hereunder is zero, the repurchase shall nonetheless be allocated among Executive consummated as provided herein, and the other holders Company shall not be required to deliver any consideration at the closing of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such personsrepurchase transaction.