Common use of RIGHT OF THE COMPANY TO PURCHASE Clause in Contracts

RIGHT OF THE COMPANY TO PURCHASE. Subject to all subsections of -------------------------------- this Section 4 and Section 7, the Company shall have the right to purchase from a Management Stockholder, and such Management Stockholder shall have the obligation to sell to the Company, all (but not less than all) of such Management Stockholder's shares of Common Stock: (a) at the Fair Market Value of the shares of Common Stock to be purchased if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated as a result of (i) the termination by - the Company or any such subsidiary of such employment without Cause, (ii) -- the death or Disability of such Management Stockholder, (iii) the --- resignation of such Management Stockholder for Good Reason or (iv) the -- Retirement of such Management Stockholder; (b) at the lesser of the Fair Market Value and the Carrying Value of the shares of Common Stock to be purchased if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated by the Company or any such subsidiary for Cause; or (c) at the Fair Market Value or the Carrying Value of the shares of Common Stock to be purchased, in the sole discretion of the Board (excluding members who are designees of MJD Partners), if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated for any reason other than as a result of an event described in subparagraph (a)(i), (a)(ii), (a)(iii) or (a)(iv) or in paragraph (b) of this Section 4.3; provided that, in the case of (i) shares of Common Stock owned by Xxxx X. Xxxx -------- - and Xxxxxx X. Xxxxx, Xx. on the Closing Date and (ii) shares of Common Stock -- underlying options and warrants granted to Xxxx X. Xxxx and Xxxxxx X. Xxxxx, Xx. by the Company prior to the date hereof to purchase shares of Common Stock to be purchased if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated for any reason, at the Fair Market Value of such shares, and in the case of such options, less the exercise price of such options.

RIGHT OF THE COMPANY TO PURCHASE. Subject SHARES IN CASE OF HARMFUL ACTIVITY. (a) If, on or prior to all subsections the third anniversary of -------------------------------- this Section 4 and Section 7the Employment Termination Date of any Principal (including during such Principal's employment with the Company Group), the Board of Directors determines in its good faith judgment that such Principal has engaged in Harmful Activity, the Company shall have the right to purchase purchase, at any time or from a Management Stockholdertime to time, and from such Management Stockholder shall have the obligation to sell Principal (or, to the Company, all (but extent a Principal does not less than all) of such Management Stockholder's shares of Common Stock: (a) at the Fair Market Value of the Own sufficient shares of Common Stock to be purchased if such Management Stockholder's employment satisfy his or her obligations under this Section 3.1, to purchase from his or her Family Affiliates pro rata in accordance with the Company number of Founder Shares Owned by such Family Affiliates on the Notice Date), the number of Founder Shares Owned by such Principal and his or any her Family Affiliates that could not have been Transferred by such Founder Stockholders in accordance with Section 1.1 prior to the Notice Date. The purchase price of its subsidiaries is terminated as a result of each Founder Share (ithe "PURCHASE PRICE") the termination purchased by - the Company or any such subsidiary of such employment without Cause, (ii) -- the death or Disability of such Management Stockholder, (iii) the --- resignation of such Management Stockholder for Good Reason or (iv) the -- Retirement of such Management Stockholder;pursuant to this Section 3.1 shall equal $2.00 per share. (b) at The Company may exercise its right to purchase Founder Shares under this Section 3.1 in accordance with the lesser following procedures: (i) The Company shall give notice to the Founder Stockholder that Owns the Founder Shares subject to such right of purchase not later than the close of business on the third anniversary of the Fair Market Value Employment Termination Date of such Principal (the "NOTICE DATE"), advising such Founder Stockholder of the Company's election to exercise such right, stating the number of Founder Shares to be so purchased, the Purchase Price, closing arrangements and a closing date at which payment of the consideration for such Founder Shares will be made, which date shall be not less than five days nor more than 90 days after the Notice Date. (ii) On the closing date, the Company and such Founder Stockholder shall cause the nominee holding the Founder Shares being so purchased to deliver the certificates representing such Founder Shares, properly endorsed for transfer by such Founder Stockholder or his, her or its attorney-in-fact, to the Company at its principal place of business and the Carrying Value Company shall deliver to such Founder Stockholder the consideration therefor (it being understood and confirmed that NB LLC has been appointed attorney-in-fact for such Founder Stockholder pursuant to the Exchange Agreement to take all such actions, to make such endorsements and to execute such documents as may be required to consummate the sale under this Section 3.1 of Founder Shares to the shares of Common Stock to be purchased if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated by the Company or any such subsidiary for Cause; orCompany). (c) at the Fair Market Value If a Principal and his or the Carrying Value of the shares of Common Stock her Family Affiliates are unable to be purchased, in the sole discretion of the Board (excluding members who are designees of MJD Partners), if such Management Stockholder's employment with satisfy their obligations under this Section 3.1 to deliver Founder Shares to the Company or any of its subsidiaries is terminated for any reason other than as a result of an event described in subparagraph (a)(i), (a)(ii), (a)(iii) or (a)(iv) or in paragraph (b) of this Section 4.3; provided that, in the case of (i) shares of Common Stock owned by Xxxx X. Xxxx -------- - and Xxxxxx X. Xxxxx, Xx. on the Closing Date and (ii) shares of Common Stock -- underlying options and warrants granted to Xxxx X. Xxxx and Xxxxxx X. Xxxxx, Xx. by the Company prior to the date hereof to purchase shares of Common Stock to be purchased if such Management Stockholder's employment with the Company or any of its subsidiaries is terminated for any reason, at such Principal shall be liable to the Fair Company, as liquidated damages and not as a penalty, for an amount equal to the product of (I) the number of Founder Shares that should have been sold to the Company under this Section 3.1 but were not sold and (II) the excess, if any, of the Market Value of such shares, and in shares as of the case of such options, less Notice Date over the exercise price of such optionsPurchase Price.