Common use of Required Dispositions Clause in Contracts

Required Dispositions. (a) If, at any time during the Standstill Period, the Total Ownership Percentage of the Investor Group shall exceed the Ownership Cap plus 1%, whether as a result of any repurchase of Common Stock by the Company pursuant to a tender offer, open market purchases or otherwise (a "Company Repurchase") or for any other reason, then, if and to the extent requested by the Company by written notice to the Investor which may be made at any time, the Investor shall, within twelve months after such request (the "Sell Down Period"), dispose of, or cause the other members of the Investor Group to dispose of (a "Required Disposition"), such number of Common Securities owned by the Investor Group as shall be necessary to reduce the Total Ownership Percentage of the Investor Group to no more than the then applicable Ownership Cap immediately prior to such Company Repurchase or other event giving rise to such Required Disposition (the "Required Disposition Amount"), as applicable; provided that any such Required Disposition shall be subject to the provisions of Section 6.3 and provided, further, that the Investor agrees that such Common Securities in excess of the Ownership Cap shall be voted by the Investor Group at any meeting of shareholders (or action by written consent in lieu of any such meeting) pro rata in accordance with the vote of all shares held by Persons other than the members of the Investor Group and Other Investor Affiliates. Notwithstanding the foregoing, if any Required Disposition during the applicable Sell Down Period (A) would result in liability to the Investor or other members of the Investor Group under Section 16(b) of the Exchange Act or any similar successor statute, or (B) would be prohibited as a result of the restrictions set forth in Section 9 of the Registration Rights Agreement on transfer of Common Securities, then such Sell Down Period (x) shall, in the case of clause (A) above, begin on the first date on which such Required Disposition may be effected without liability under Section 16(b) of the Exchange Act and (y) with respect to clause (B) above, be extended by the number of days that the Investor Group is restricted from selling Common Securities under the Registration Rights Agreement. (b) The Company agrees to indemnify the Investor Group against any Loss (as defined below) incurred by the Investor Group as a result of any Required Disposition; provided, that (i) such Required Disposition is effected on an arm's-length basis to a Person that is not affiliated with any member of the Investor Group or Other Investor Affiliate either in a bona fide open market "brokers' transaction" or in a privately negotiated transaction, (ii) the purchase price in connection with such Required Disposition is paid in cash and (iii) the Required Disposition is made during the Sell Down Period following the receipt by the Investor of the notice from the Company specified in the first sentence of Section 6.6(a). For purposes of this Section 6.6, Voting Securities disposed of in a Required Disposition shall be deemed to have been disposed of in the order in which such Voting Securities were purchased. "Loss" means the amount, if any, by which (A) the weighted average purchase price of the Voting Securities disposed of by the Investor Group in a Required Disposition during a Sell Down Period calculated on a per share of Common Stock basis (based on the number of shares of Common Stock such Voting Securities are convertible into at such time, if applicable) (which shall not include (x) sales pursuant to the last proviso of Section 6.1(A)(a) or (y) sales of Voting Securities in excess of the Required Disposition Amount) (excluding any out-of-pocket expenses incurred in connection with such purchase) exceeds (B)(1) the higher of (x) the Market Price of the Common Stock for the trading day immediately preceding the closing of such Required Disposition and (y) the price received by the Investor Group pursuant to such Required Disposition (net in each case of ordinary brokerage or placement commissions incurred by the Investor to effect such Required Disposition) multiplied by (2) the number of Voting Securities sold in connection with such Required Disposition (excluding any Voting Securities in excess of the Required Disposition Amount). In no event will Losses be deemed to include any taxes payable in connection with such Required Disposition. Such indemnification payment, if any, shall be made, without interest, within five business days after the sale occurs.

Required Dispositions. (a) If, at any time during the Standstill Period, the Total Voting Ownership Percentage of the Investor Group shall exceed the Ownership Cap plus 1%Cap, whether solely as a result of any repurchase of Common Stock transactions contemplated by the Company pursuant to a tender offer, open market purchases or otherwise (a "Company Repurchase"Section 3.1(a)(iii) or for any other reason, then, if and to the extent requested by the Company by written notice to the Investor which may be made at any time, the Investor shall, within twelve months after such request (the "Sell Down Period"), dispose of, or cause the other members of the Investor Group to dispose of (a "Required Disposition"), such number of Common Voting Securities owned by the Investor Group as shall be necessary to reduce the Total Voting Ownership Percentage of the Investor Group to no more than the then applicable Ownership Cap immediately prior to such Company Repurchase or other event giving rise to such Required Disposition (the "Required Disposition Amount"), as applicable; provided that any such Required Disposition shall be subject to the provisions of Section 6.3 3.3 and provided, further, that the Investor agrees that such Common Voting Securities in excess of the Ownership Cap shall be voted by the Investor Group at any meeting of shareholders stockholders (or action by written consent in lieu of any such meeting) pro rata in accordance with the vote of all shares held by Persons other than the members of the Investor Group and Other Investor AffiliatesSection 2. Notwithstanding the foregoing, if any Required Disposition during the applicable Sell Down Period (A) would result in liability or potential liability to the Investor or other members of the Investor Group under Section 16(b) of the Exchange Act Act, or any similar successor statutethe rules and regulations promulgated thereunder, or (B) would be prohibited as a result of the restrictions set forth in Section 9 of the Registration Rights Agreement on transfer of Common Voting Securities, then such Sell Down Period (x) shall, in the case of clause (A) above, begin on the first date on which such Required Disposition may be effected without liability or potential liability under Section 16(b) of the Exchange Act Act, or the rules and regulations promulgated thereunder, and (y) with respect to clause (B) above, be extended by the number of days that the Investor Group is restricted from selling Common Voting Securities under the Registration Rights Agreement. (b) The Company agrees to indemnify the Investor Group against any Loss (as defined below) incurred by the Investor Group as a result of any Required Disposition; provided, that (i) such Required Disposition is effected on an arm's-length basis to a Person that is not affiliated with any member of the Investor Group or Other Investor Affiliate either in a bona fide open market "brokers' transaction" or in a privately negotiated transaction, (ii) the purchase price in connection with such Required Disposition is paid in cash and (iii) the Required Disposition is made during the Sell Down Period following the receipt by the Investor of the notice from the Company specified in the first sentence of Section 6.6(a). For purposes of this Section 6.6, Voting Securities disposed of in a Required Disposition shall be deemed to have been disposed of in the order in which such Voting Securities were purchased. "Loss" means the amount, if any, by which (A) the weighted average purchase price of the Voting Securities disposed of by the Investor Group in a Required Disposition during a Sell Down Period calculated on a per share of Common Stock basis (based on the number of shares of Common Stock such Voting Securities are convertible into at such time, if applicable) (which shall not include (x) sales pursuant to the last proviso of Section 6.1(A)(a) or (y) sales of Voting Securities in excess of the Required Disposition Amount) (excluding any out-of-pocket expenses incurred in connection with such purchase) exceeds (B)(1) the higher of (x) the Market Price of the Common Stock for the trading day immediately preceding the closing of such Required Disposition and (y) the price received by the Investor Group pursuant to such Required Disposition (net in each case of ordinary brokerage or placement commissions incurred by the Investor to effect such Required Disposition) multiplied by (2) the number of Voting Securities sold in connection with such Required Disposition (excluding any Voting Securities in excess of the Required Disposition Amount). In no event will Losses be deemed to include any taxes payable in connection with such Required Disposition. Such indemnification payment, if any, shall be made, without interest, within five business days after the sale occurs.