Common use of Repurchase of Substitute Option Clause in Contracts

Repurchase of Substitute Option. (a) At the request of the holder of the Substitute Option (the "Substitute Option Holder"), the Substitute Option Issuer shall repurchase the Substitute Option from the Substitute Option Holder at a price (the "Substitute Option Repurchase Price") equal to the amount by which (i) the "Highest Closing Price" (as defined in Section 9(a)) exceeds (ii) the exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock for which the Substitute Option may then be exercised, and at the request of the owner (the "Substitute Share Owner") of shares of Substitute Common Stock (the "Substitute Shares"), the Substitute Option Issuer shall repurchase the Substitute Shares at a price (the "Substitute Share Repurchase Price") equal to the Highest Closing Price multiplied by the number of Substitute Shares so designated. The term "Highest Closing Price" shall mean the highest closing price for shares of Substitute Common Stock within the 90-day period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable. (b) The Substitute Option Holder and the Substitute Share Owner, as the case may be, may exercise its respective right to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9. As promptly as practicable, and in any event within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price (and/or to the Substitute Share Owner the Substitute Share Repurchase Price) therefor or, in either case, the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering. (c)(i) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation (with the exception of the Greenmail Act, in which event Section 9(c)(ii) shall govern) from repurchasing the Substitute Option and/or the Substitute Shares in part or in full, then the Substitute Option Holder and/or Substitute Share Owner may in its sole discretion elect to proceed under this Section 9(c)(i). If the Substitute Option Holder (and/or the Substitute Share Owner) elects to proceed under this Section 9(c)(i), the C-8

Repurchase of Substitute Option. (a) At the request of the holder of the Substitute Option (the "Substitute Option Holder"), the Substitute Option Issuer shall repurchase the Substitute Option from the Substitute Option Holder at a price (the "Substitute Option Repurchase Price") equal to the amount by which (i) the "Highest Closing Price" Price (as defined in Section 9(a)hereinafter defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock for which the Substitute Option may then be exercised, and at the request of the owner (the "Substitute Share Owner") of shares of Substitute Common Stock (the "Substitute Shares"), the Substitute Option Issuer shall repurchase the Substitute Shares at a price (the "Substitute Share Repurchase Price") equal to the Highest Closing Price multiplied by the number of Substitute Shares so designated. The term "Highest Closing Price" shall mean either (i) if the Substitute Common Stock is traded on a national securities exchange or interdealer quotation system, the highest closing price for shares of Substitute Common Stock within the 90six-day month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable. , or (bii) The Substitute Option Holder and if the Substitute Share Owner, as the case may be, may exercise its respective right to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal officeCommon Stock is not so traded, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9. As promptly as practicable, and in any event within five business days after the surrender average price per share of the Substitute Option and/or certificates representing Substitute Shares and Common Stock within such period, as determined by a nationally recognized investment banking firm selected by the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price (and/or to the Substitute Share Owner the Substitute Share Repurchase Price) therefor or, in either case, the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering. (c)(i) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation (with the exception of the Greenmail Act, in which event Section 9(c)(ii) shall govern) from repurchasing the Substitute Option and/or the Substitute Shares in part or in full, then the Substitute Option Holder and/or Substitute Share Owner may in its sole discretion elect to proceed under this Section 9(c)(i). If the Substitute Option Holder (and/or the Substitute Share Owner) elects to proceed under this Section 9(c)(i), the C-8Holder.

Repurchase of Substitute Option. (a) At the request of the holder ------------------------------- of the Substitute Option (the "Substitute Option HolderSUBSTITUTE OPTION HOLDER"), the Substitute Option Issuer shall repurchase the Substitute Option from the Substitute Option Holder at a price (the "Substitute Option Repurchase PriceSUBSTITUTE OPTION REPURCHASE PRICE") equal to the amount by which (i) the "Highest Closing Price" Price (as defined in Section 9(a)hereinafter defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock for which the Substitute Option may then be exercised, and at the request of the owner (the "Substitute Share OwnerSUBSTITUTE SHARE OWNER") of shares of Substitute Common Stock (the "Substitute SharesSUBSTITUTE SHARES"), the Substitute Option Issuer shall repurchase the Substitute Shares at a price (the "Substitute Share Repurchase PriceSUBSTITUTE SHARE REPURCHASE PRICE") equal to the Highest Closing Price multiplied by the number of Substitute Shares so designated. The term "Highest Closing PriceHIGHEST CLOSING PRICE" shall mean either (i) if the Substitute Common Stock is traded on a national securities exchange or interdealer quotation system, the highest closing price for shares of Substitute Common Stock within the 90six-day month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable. , or (bii) The Substitute Option Holder and if the Substitute Share Owner, as the case may be, may exercise its respective right to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal officeCommon Stock is not so traded, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9. As promptly as practicable, and in any event within five business days after the surrender average price per share of the Substitute Option and/or certificates representing Substitute Shares and Common Stock within such period, as determined by a nationally recognized investment banking firm selected by the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price (and/or to the Substitute Share Owner the Substitute Share Repurchase Price) therefor or, in either case, the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering. (c)(i) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation (with the exception of the Greenmail Act, in which event Section 9(c)(ii) shall govern) from repurchasing the Substitute Option and/or the Substitute Shares in part or in full, then the Substitute Option Holder and/or Substitute Share Owner may in its sole discretion elect to proceed under this Section 9(c)(i). If the Substitute Option Holder (and/or the Substitute Share Owner) elects to proceed under this Section 9(c)(i), the C-8Holder.

Repurchase of Substitute Option. (a) At Subject to the last sentence of Section 3(a) of this Agreement, at the request of Holder at any time commencing upon the holder first occurrence of a Repurchase Event (as defined in Section 8(d) hereof) and ending 12 months immediately thereafter, Substitute Option Issuer (or any successor entity thereof) shall repurchase from Holder (i) the Substitute Option and (ii) all shares of Substitute Common Stock purchased by Holder pursuant hereto with respect to which Holder then has beneficial ownership. The date on which Holder exercises its rights under this Section 9 is referred to as the "Substitute Option Holder"), the Substitute Option Issuer Section 9 Request Date." Such repurchase shall repurchase the Substitute Option from the Substitute Option Holder be at a an aggregate price (the "Substitute Option Section 9 Repurchase PriceConsideration") equal to the amount by which sum of: (i) The aggregate Purchase Price paid by Holder for any shares of Substitute Common Stock acquired pursuant to the "Substitute Option with respect to which Holder then has beneficial ownership; (ii) The excess, if any, of (A) the Highest Closing Price" Price (as defined in Section 9(a)below) exceeds for each share of Substitute Common Stock over (iiB) the exercise price Purchase Price (subject to adjustment pursuant to Section 7 of the Substitute Optionthis Agreement), multiplied by the number of shares of Substitute Common Stock with respect to which the Substitute Option has not been exercised; and (iii) The excess, if any, of the Highest Closing Price over the Purchase Price (subject to adjustment pursuant to Section 7 of this Agreement) paid (or, in the case of Substitute Option Shares with respect to which the Substitute Option has been exercised but the Closing Date has not occurred, payable) by Holder for each share of Substitute Common Stock with respect to which the Substitute Option has been exercised and with respect to which Holder then has beneficial ownership, multiplied by the number of such shares. (b) If Holder exercises its rights under this Section 9, Substitute Option Issuer shall, within 10 business days after the Section 9 Request Date, pay the Section 9 Repurchase Consideration to Holder in immediately available funds, and contemporaneously with such payment, Holder shall surrender to Substitute Option Issuer the Substitute Option and the certificates evidencing the shares of Substitute Common Stock purchased thereunder with respect to which Holder then has beneficial ownership, and Holder shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all Liens. Notwithstanding the foregoing, to the extent that prior notification to or approval of any Regulatory Authority is required in connection with the payment of all or any portion of the Section 9 Repurchase Consideration, Holder shall have the ongoing option to revoke its request for repurchase pursuant to this Section 9, in whole or in part, or to require that Substitute Option Issuer deliver from time to time that portion of the Section 9 Repurchase Consideration that it is not then so prohibited from paying and promptly file the required notice or application for approval and expeditiously process the same (and each party shall cooperate with the other in the filing of any such notice or application and the obtaining of any such approval). If any Regulatory Authority disapproves of any part of Substitute Option Issuer's proposed repurchase pursuant to this Section 9, Substitute Option Issuer shall promptly give notice of such fact to Holder and Holder shall have the right (i) to revoke the repurchase request or (ii) to the extent permitted by such Regulatory Authority, determine whether the repurchase should apply to the Substitute Option and/or Substitute Option Shares and to what extent to each, and Holder shall thereupon have the right to exercise the Substitute Option as to the number of Substitute Option Shares for which the Substitute Option may then be exercised, and was exercisable at the request of Section 9 Request Date less the owner (the "Substitute Share Owner") number of shares of Substitute Common Stock (the "Substitute Shares"), covered by the Substitute Option in respect of which payment has been made pursuant to Section 9(a)(ii) of this Agreement. Holder shall notify Substitute Option Issuer shall repurchase of its determination under the Substitute Shares at a price (preceding sentence within five business days of receipt of notice of disapproval of the "Substitute Share Repurchase Price") equal repurchase. Notwithstanding anything herein to the Highest Closing Price multiplied contrary, in the event that Substitute Option Issuer delivers to the Holder written notice accompanied by the number a certification of Substitute Shares so designatedOption Issuer's independent auditor each stating that a requested repurchase of FBI Common Stock would result in the recapture of Substitute Option Issuer's bad debt reserves under the Internal Revenue Code of 1986, as amended, Holder's repurchase request shall be deemed to be automatically revoked. The term Notwithstanding anything herein to the contrary, all of Holder's rights under this Section 9 shall terminate on the date of termination of this Substitute Option pursuant to Section 3(a) of this Agreement. (c) For purposes of this Agreement, the "Highest Closing Price" shall mean means the highest of closing sales price for shares of Substitute Common Stock within quoted on Nasdaq (or if the 90Substitute Common Stock is not quoted on Nasdaq, on the principal trading market on which such shares are traded as reported by a recognized source) during the six-day month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable. (b) The Substitute Option Holder and the Substitute Share Owner, as the case may be, may exercise its respective right to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9Request Date. As promptly as practicable, and in any event within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price (and/or to the Substitute Share Owner the Substitute Share Repurchase Price) therefor or, in either case, the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering. (c)(i) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation (with the exception of the Greenmail Act, in which event Section 9(c)(ii) shall govern) from repurchasing the Substitute Option and/or the Substitute Shares in part or in full, then the Substitute Option Holder and/or Substitute Share Owner may in its sole discretion elect to proceed under this Section 9(c)(i). If the Substitute Option Holder (and/or the Substitute Share Owner) elects to proceed under this Section 9(c)(i), the C-810.