Common use of Repurchase Procedure Clause in Contracts

Repurchase Procedure. The Company may exercise its repurchase rights under Section 3 hereof by giving notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Board obtains actual knowledge of the breach giving rise to such repurchase rights. The Repurchase Notice shall specify the aggregate purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, and the date, time and place for a closing of the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice by the Company to the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities being repurchased hereunder in accordance with Section 6 hereof, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and records.

Repurchase Procedure. The Company (i) In connection with any exercise of the Repurchase Option, the Board may exercise its repurchase rights under Section 3 hereof elect to purchase all or any portion of the Executive Securities by giving delivering written notice (the "Repurchase Notice") to the Stockholder within ninety holder or holders of the Executive Securities no earlier than the later of (90a) the Date of Termination and (b) the date that is six months after Executive exercised the Rollover Options (such later date, the "Trigger Date"), but no later than 90 days after the Board obtains actual knowledge of the breach giving rise to such repurchase rightsTrigger Date. The Repurchase Notice shall specify set forth the number of shares of Executive Securities to be acquired from each holder of Executive Securities, the aggregate purchase price consideration to be paid for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, such shares and the date, time and place for a the closing of the repurchasetransaction. (ii) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, such closing CHS shall be entitled to exercise the Repurchase Option for the shares of Executive Securities the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be held not earlier than five (5) days nor later than thirty (30) Available Shares, but in any event within 30 days after delivery the expiration of the Repurchase Notice by 90-day period after the Trigger Date, the Company shall give written notice (the "Option Notice") to CHS setting forth the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company number of Available Shares and the purchase price for the securities being repurchased hereunder in accordance with Section 6 hereof, Available Shares. CHS may elect to purchase any or all of the SharesAvailable Shares by giving written notice to the Company within 15 days after the Option Notice has been given by the Company setting forth the number of shares CHS shall purchase, the aggregate purchase price and the time and place of the closing of the transaction (the "CHS Option Shares Notice"). (iii) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or CHS Option Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such notice to be delivered. Notwithstanding the date upon which the closing occurs, the date upon which the repurchase shall be effective (the "Repurchase Date") shall be the Date of Termination. The Company and/or CHS shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds; provided that if a cash payment would violate any loan agreement with a lender of the Company Group, then (provided the Company has used and continues to use reasonable efforts to obtain a waiver or other Common Stock or Common Stock Equivalentsrelief from such violation) such payment will be paid in a manner that does not violate the loan agreement, being so repurchased including by a subordinated promissory note bearing interest at a rate per annum equal to the "prime rate" as listed in The Wall Street Journal in its "Money Rates" section on the Date of Termination. The purchasers of Executive Securities hereunder shall no longer be deemed entitled to be outstanding, all receive customary representations and warranties from the sellers regarding such sale of the Stockholder's rights with respect shares (including representations and warranties regarding good title to such Sharesshares, Option Shares free and clear of any liens or other Common Stock encumbrances) and to require all sellers' signatures be guaranteed by a national bank or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and recordsreputable securities broker.

Repurchase Procedure. The Company may exercise its repurchase rights under Section 3 hereof by giving notice (the "Repurchase NoticeREPURCHASE NOTICE") to the Stockholder within ninety (90) days after the Board of Directors of the Company obtains actual knowledge of the breach giving rise to such repurchase rights. The Repurchase Notice shall specify the aggregate purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, and the date, time and place for a closing of the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice by the Company to the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities Shares being repurchased hereunder in accordance with Section 6 hereof5, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and records.

Repurchase Procedure. The Company may exercise its repurchase rights under Section 3 hereof by giving notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Board obtains actual knowledge of the breach giving rise to such repurchase rights. The Repurchase Notice shall specify the aggregate purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, and the date, time and place for a closing of the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice by the Company to the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities being repurchased hereunder in accordance with Section 6 hereof, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the -10- <PAGE> Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and records.

Repurchase Procedure. The Company may exercise its repurchase rights under Section 3 hereof by giving notice (the "Repurchase NoticeREPURCHASE NOTICE") to the Stockholder within ninety (90) days after the Board of Directors of the Company obtains actual knowledge of the breach giving rise to such repurchase rights. The Repurchase Notice shall specify the aggregate purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, and the date, time and place for a closing of the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice by the Company to the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities Shares being repurchased hereunder in accordance with Section 6 hereof, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and records.