Common use of Repurchase Terms Clause in Contracts

Repurchase Terms. Notwithstanding any provision to the contrary in Section 4 above, the Co-Managers and the Company shall be entitled to complete the repurchase of such Shares by delivering to the Employee the purchase price as follows in the event of a Termination of Employment by the Company for Cause or voluntarily by the Employee without Good Reason: (x) in cash, in an amount equal to the number of shares being purchased multiplied by the lesser of (i) the Original Price Per Share and (ii) the Market Price Per Share; and (y) a promissory note in the original principal amount of the balance, if any, of the repurchase price. Unless otherwise required by any of the Company's or any of its Subsidiaries' agreements with its or their lenders, any promissory note delivered pursuant to this Section 5.1 shall (i) bear interest at the Prime Rate as published from time to time in the "Wall Street Journal", (ii) provide for the payment of the principal evidenced thereby in not more than twelve (12) equal quarterly installments commencing three (3) months after such repurchase, (iii) be subordinated to the Company's indebtedness to its lenders on terms satisfactory to such lenders, and (iv) provide for the payment in full of the principal evidenced thereby upon any Disposition Event or Public Offering. Notwithstanding any provision to the contrary in Section 4 above, if the Company is prohibited by the terms of the Company's Charter, as in effect from time to time, or any of the Company's or any of its Subsidiaries' agreements with its or their lenders (including, without limitation, the Company's senior credit agreement with Bank of America National Trust & Savings Association, as Agent, and the Indenture with respect to the Company's Senior Subordinated Notes) (with the Charter and any such agreement each being referred to herein as a "Subordinating Agreement") from making any payments of any portion of the repurchase price for any of the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares as to which payment of the repurchase price in cash is not so prohibited by delivering to the Employee a check for the repurchase price thereof. The Company further shall be entitled to complete the repurchase of the other Shares to be repurchased by it, or any portion thereof, on the first date on which such payment is not so prohibited by any applicable Subordinating Agreement, provided that if the closing date of such repurchase is more than six (6) months after the Employee's Termination of Employment, then, if the repurchase price for the Shares is based on the Market Value Per Share, the repurchase price shall be calculated based on the Market Value Per Share as of the date of such closing instead of as of the date of the Employee's Termination of Employment. The Company agrees that in the event that it is permitted by the terms of any Subordinating Agreement to repurchase shares of its Common Stock in cash, it shall promptly exercise its rights to complete any such repurchase delayed pursuant to this Section 5.1(a), provided that any such repurchase shall be pro rata with all other such delayed repurchases (but not including any repurchases required to be completed in installments pursuant to the first sentence of this Section 5.1(a))."

Repurchase Terms. Notwithstanding any provision to the contrary in Section 4 above, the Co-Managers and the Company shall be entitled to complete the repurchase of such Shares by delivering to the Employee the purchase price as follows in the event of a Termination of Employment by the Company for Cause or voluntarily by the Employee without Good Reason: (x) in cash, in an amount equal to the number of shares being purchased multiplied by the lesser of (i) the Original Price Per Share and (ii) the Market Price Per Share; and (y) a promissory note in the original principal amount of the balance, if any, of the repurchase price. Unless otherwise required by any of the Company's or any of its Subsidiaries' agreements with its or their lenders, any promissory note delivered pursuant to this Section 5.1 shall (i) bear interest at the Prime Rate as published from time to time in the "Wall Street Journal", (ii) provide for the payment of the principal evidenced thereby in not more than twelve (12) equal quarterly installments commencing three (3) months after such repurchase, (iii) be subordinated to the Company's indebtedness to its lenders on terms satisfactory to such lenders, and (iv) provide for the payment in full of the principal evidenced thereby upon any Disposition Event or Public Offering. Notwithstanding any provision to the contrary in Section 4 6 above, if the Company is prohibited by the terms of the Company's Charter, as in effect from time to time, or any of the Company's or any of its Subsidiaries' agreements with its or their lenders (including, without limitation, the Company's senior credit agreement with Bank of America National Trust America, N.T. & Savings Association, as AgentS.A., and the Indenture with respect to the Company's Senior Subordinated Notes) (with the Charter and any such agreement each being referred to herein as agreement, a "Subordinating Agreement") from ------------- --------- making any payments of any portion of the repurchase price for any of the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares as to which payment of the repurchase price in cash is not so prohibited by delivering to the Employee a check for the repurchase price thereof. The Company further shall be entitled to complete the repurchase of the other Shares to be repurchased by it, or any portion thereof, on the first date on which such payment is not so prohibited by any applicable Subordinating Agreement, provided that if the closing date of such repurchase is more than six (6) months after the Employee's Termination of Employment, then, if the repurchase price for the Shares is based on the Market Value Per Share, the repurchase price shall be calculated based on the Market Value Per Share as of the date of such closing instead of as of the date of the Employee's Termination of Employment. The Company agrees that in the event that it is permitted by the terms of any Subordinating Agreement to repurchase shares of its Common Stock in cash, it shall promptly exercise its rights to complete any such repurchase delayed pursuant to this Section 5.1(a7.1(a), provided that any such repurchase shall be pro rata with all other such delayed repurchases (but not including and then-current repurchases, whether hereunder or under any repurchases required other employment or stock repurchase agreement of the Company in force from time to be completed in installments pursuant to the first sentence of this Section 5.1(a))time."

Repurchase Terms. Notwithstanding any provision to the contrary in Section 4 above, the Co-Managers and the Company shall be entitled to complete the repurchase of such Shares by delivering to the Employee the purchase price as follows in the event of a Termination of Employment by the Company for Cause or voluntarily by the Employee without Good Reason: (x) in cash, in an amount equal to the number of shares being purchased multiplied by the lesser of (i) the Original Price Per Share and (ii) the Market Price Per Share; and (y) a promissory note in the original principal amount of the balance, if any, of the repurchase price. Unless otherwise required by any of the Company's or any of its Subsidiaries' agreements with its or their lenders, any promissory note delivered pursuant to this Section 5.1 shall (i) bear interest at the Prime Rate as published from time to time in the "Wall Street Journal", (ii) provide for the payment of the principal evidenced thereby in not more than twelve (12) equal quarterly installments commencing three (3) months after such repurchase, (iii) be subordinated to the Company's indebtedness to its lenders on terms satisfactory to such lenders, and (iv) provide for the payment in full of the principal evidenced thereby upon any Disposition Event or Public Offering. Notwithstanding any provision to the contrary in Section 4 above, if the Company is prohibited by the terms of the Company's Charter, as in effect from time to time, or any of the Company's or any of its Subsidiaries' agreements with its or their lenders (including, without limitation, the Company's senior credit agreement with Bank of America National Trust & Savings Association, as Agent, and the Indenture with respect to the Company's Senior Subordinated Notes) (with the Charter and any such agreement each being referred to herein as a "Subordinating ------------- Agreement") from making any payments of any portion of the repurchase price --------- for any of the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares as to which payment of the repurchase price in cash is not so prohibited by delivering to the Employee a check for the repurchase price thereof. The Company further shall be entitled to complete the repurchase of the other Shares to be repurchased by it, or any portion thereof, on the first date on which such payment is not so prohibited by any applicable Subordinating Agreement, provided that if the closing date of such repurchase is more than six (6) months after the Employee's Termination of Employment, then, if the repurchase price for the Shares is based on the Market Value Per Share, the repurchase price shall be calculated based on the Market Value Per Share as of the date of such closing instead of as of the date of the Employee's Termination of Employment. The Company agrees that in the event that it is permitted by the terms of any Subordinating Agreement to repurchase shares of its Common Stock in cash, it shall promptly exercise its rights to complete any such repurchase delayed pursuant to this Section 5.1(a), provided that any such repurchase shall be pro rata with all other such delayed repurchases (but not including any repurchases required to be completed in installments pursuant to the first sentence of this Section 5.1(a))."

Repurchase Terms. Notwithstanding any provision to the contrary in Section 4 above, the Co-Managers and the Company shall be entitled to complete the repurchase of such Shares by delivering to the Employee the purchase price as follows in the event of a Termination of Employment by the Company for Cause or voluntarily by the Employee without Good Reason: (x) in cash, in an amount equal to the number of shares being purchased multiplied by the lesser of (i) the Original Price Per Share and (ii) the Market Price Per Share; and (y) a promissory note in the original principal amount of the balance, if any, of the repurchase price. Unless otherwise required by any of the Company's or any of its Subsidiaries' agreements with its or their lenders, any promissory note delivered pursuant to this Section 5.1 shall (i) bear interest at the Prime Rate as published from time to time in the "Wall Street Journal", (ii) provide for the payment of the principal evidenced thereby in not more than twelve (12) equal quarterly installments commencing three (3) months after such repurchase, (iii) be subordinated to the Company's indebtedness to its lenders on terms satisfactory to such lenders, and (iv) provide for the payment in full of the principal evidenced thereby upon any Disposition Event or Public Offering. Notwithstanding any provision to the contrary in Section 4 6 above, if the Company is prohibited by the terms of the Company's Charter, as in effect from time to time, or any of the Company's or any of its Subsidiaries' agreements with its or their lenders (including, without limitation, the Company's senior credit agreement with Bank of America National Trust & Savings Association, as Agent, and the Indenture with respect to the Company's Senior Subordinated Notes) (with the Charter and any such agreement each being referred to herein as a "Subordinating Agreement") from making any payments of any portion of the repurchase price for any of the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares as to which payment of the repurchase price in cash is not so prohibited by delivering to the Employee a check for the repurchase price thereof. The Company further shall be entitled to complete the repurchase of the other Shares to be repurchased by it, or any portion thereof, on the first date on which such payment is not so prohibited by any applicable Subordinating Agreement, provided that if the closing date of such repurchase is more than six (6) months after the Employee's Termination of Employment, then, if the repurchase price for the Shares is based on the Market Value Per Share, the repurchase price shall be calculated based on the Market Value Per Share as of the date of such closing instead of as of the date of the Employee's Termination of Employment. The Company agrees that in the event that it is permitted by the terms of any Subordinating Agreement to repurchase shares of its Common Stock in cash, it shall promptly exercise its rights to complete any such repurchase delayed pursuant to this Section 5.1(a7.1(a), provided that any such repurchase shall be pro rata with all other such delayed repurchases (but not including and then-current repurchases, whether hereunder or under any repurchases required other employment or stock repurchase agreement of the Company in force from time to be completed in installments pursuant to the first sentence of this Section 5.1(a))time."

Repurchase Terms. Notwithstanding any provision to the contrary in Section 4 above, the Co-Managers and the Company shall be entitled to complete the repurchase of such Shares by delivering to the Employee the purchase price as follows in the event of a Termination of Employment by the Company for Cause or voluntarily by the Employee without Good Reason: (x) in cash, in an amount equal to the number of shares being purchased multiplied by the lesser of (i) the Original Price Per Share and (ii) the Market Price Per Share; and (y) a promissory note in the original principal amount of the balance, if any, of the repurchase price. Unless otherwise required by any of the Company's or any of its Subsidiaries' agreements with its or their lenders, any promissory note delivered pursuant to this Section 5.1 shall (i) bear interest at the Prime Rate as published from time to time in the "Wall Street Journal", (ii) provide for the payment of the principal evidenced thereby in not more than twelve (12) equal quarterly installments commencing three (3) months after such repurchase, (iii) be subordinated to the Company's indebtedness to its lenders on terms satisfactory to such lenders, and (iv) provide for the payment in full of the principal evidenced thereby upon any Disposition Event or Public Offering. Notwithstanding any provision to the contrary in Section 4 6 above, if the Company is prohibited by the terms of the Company's Charter, as in effect from time to time, or any of the Company's or any of its Subsidiaries' agreements with its or their lenders (including, without limitation, the Company's senior credit agreement with Bank of America National Trust America, N.T. & Savings Association, as AgentS.A., and the Indenture with respect to the Company's Senior Subordinated Notes) (with the Charter and any such agreement each being referred to herein as agreement, a "Subordinating Agreement") from ----------------------- making any payments of any portion of the repurchase price for any of the Shares in cash, the Company shall be entitled to complete the repurchase of such Shares as to which payment of the repurchase price in cash is not so prohibited by delivering to the Employee a check for the repurchase price thereof. The Company further shall be entitled to complete the repurchase of the other Shares to be repurchased by it, or any portion thereof, on the first date on which such payment is not so prohibited by any applicable Subordinating Agreement, provided that if the closing date of such repurchase is more than six (6) months after the Employee's Termination of Employment, then, if the repurchase price for the Shares is based on the Market Value Per Share, the repurchase price shall be calculated based on the Market Value Per Share as of the date of such closing instead of as of the date of the Employee's Termination of Employment. The Company agrees that in the event that it is permitted by the terms of any Subordinating Agreement to repurchase shares of its Common Stock in cash, it shall promptly exercise its rights to complete any such repurchase delayed pursuant to this Section 5.1(a7.1(a), provided that any such repurchase shall be pro rata with all other such delayed repurchases (but not including and then-current repurchases, whether hereunder or under any repurchases required other employment or stock repurchase agreement of the Company in force from time to be completed in installments pursuant to the first sentence of this Section 5.1(a))time."