Common use of Right to Purchase Shares Clause in Contracts

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.

Right to Purchase Shares. Stockholder hereby grants Each Shareholder understands and agrees that the Company has provided for such Shareholder to Parent hold shares of Capital Stock in the right Company to reward such Shareholder for such Shareholder’s future efforts and option loyalty to purchase the Company and its Affiliates by giving such Shareholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder engages in any Prohibited Disclosure or breaches or violates such Shareholder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (b) such Shareholder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (c) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder engages (at any time prior to the second anniversary of the Relevant Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (e) such Shareholder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “OptionRepurchase Notice”) to such Shareholder, to purchase all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of StockholderCapital Stock then held by such Shareholder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), in the event that there Company shall occur a Designated Event (as defined below). Parent may exercise not be entitled to purchase all or any portion of the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares Capital Stock of Stockholderany Shareholder pursuant to this Section 4 with respect to a breach of: (i) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: clause (a) Stockholder breaches of this Section 4.2 by reason of such Shareholder’s having disclosed Confidential or fails to observe or perform any agreement or obligation set forth Proprietary Information, if the disclosure was not made in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of bad faith, such disclosure does not have a significant adverse impact on the Company that and such stockholders adopt and approve Shareholder uses its reasonable best efforts to minimize any adverse impact on the Merger Agreement or the Merger, Company resulting from such disclosure; (ii) clause (c) of this Section 4.2, if such Shareholder believed in good faith at the Board time of Directors or Transfer that the Special Committee approves or recommends a Competing Transaction or Transfer was permitted under Section 3.1 and the breach of Section 3.1 is cured promptly (and in any event within 30 days) after written notice thereof is provided to such Shareholder; or (iii) clause (d) the Company shall of this Section 4.2, if such Shareholder acted in good faith, was unaware, after due inquiry, that such activity constituted a Competitive Activity or a breach its or violation of any non-competition obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger under any Non-Competition Agreement or the Company Employee Agreement to which such Shareholder Approval shall not have been received at the Shareholders Meeting duly called is a party, and held at which ceases all activities that constitute a quorum was present Competitive Activity or such breach or violation promptly (and in any adjournment event within 30 days) after such Shareholder becomes aware that such activity constitutes a Competitive Activity or postponement thereofsuch breach or violation.

Right to Purchase Shares. If the spouse (the "Selling Spouse") of an issue of Xxxxx, Sr. who is a Stockholder hereby grants (the "Original Xxxxxx Stockholder") or of a Permitted Transferee (the "Original Xxxxxx Permitted Transferee") dies or the marriage of a Stockholder or any Permitted Transferee is dissolved and, after such death or dissolution, title to Parent or ownership of any interest in any of the Original Xxxxxx Stockholder's or the Original Xxxxxx Permitted Transferee's shares of stock in the Corporation is vested in any person other than the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, then the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, shall have the right and option to purchase from the owner or owners thereof any or all of such shares of stock transferred to or confirmed in such other persons (the “Option”"Marital Shares"), and, if the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee exercises such option, such owner or owners shall sell their Marital Shares to the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. In the case of a marital dissolution, the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee shall have the option to purchase any other shares of stock in the Corporation (the "Other Shares") all owned by his or any portion her spouse at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. Such options shall be exercisable by written notice from the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, to Xxxxx, Sr., Agatha and the Selling Spouse or the personal representative of the Voting Shares estate of the Selling Spouse at any time within an option exercise period (the "Option Exercise Period") of (a) eighteen (18) months after the date of the Selling Spouse's death, or an equivalent number of shares of Owned Shares of Stockholder), (b) in the event that there shall occur a Designated Event of dissolution of the marriage of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, sixty (as defined below60) days after the date of entry of any final order, judgment or decree determining the rights, if any, of the Selling Spouse in the Marital Shares (the "Dissolution Order"). Parent may exercise Notwithstanding the foregoing if, as a result of the death of the Selling Spouse, a petition for determination of the classification of the stock in the Corporation of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee is filed in a court of competent jurisdiction before expiration of said eighteen (18) month period after the death of the Selling Spouse, then the Option by notifying Stockholder within nine Exercise Period shall be extended until six (6) months following any Designated Event, in accordance with Section 2.2 after a final determination of such classification. For purposes hereof, a determination of Parent’s intent the classification of the stock of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee or a Dissolution Order shall be considered "final" when made by a court of competent jurisdiction, the time for appeal of the court's decision has elapsed and no appeal has been taken. In the event an Original Xxxxxx Permitted Transferee does not elect to exercise purchase all of the Marital Shares and Other Shares, if any within the applicable Option in whole or in part Exercise Period, then the Stockholder of whom the Original Xxxxxx Permitted Transferee is a Permitted Transferee (the “Option Notice”). The Option Notice, "Original Xxxxxx Permitted Transferee's Stockholder") shall specify have the number of Voting right and option to purchase the Marital Shares (or an equivalent number of shares of Owned and Other Shares of Stockholder) Parent desires which the Original Xxxxxx Permitted Transferee did not elect to purchase from Stockholderthe owner or owners thereof, and if the date by which Original Xxxxxx Permitted Transferee's Stockholder exercises such option as hereinafter provided, such owner or owners shall sell their Marital Shares and Other Shares to the closing of Stockholder’s sale Original Xxxxxx Permitted Transferee's Stockholder at the price and Parent’s purchase of such number of Voting Shares shall occurupon the terms set forth in Paragraphs 5.25 and 5.26, which below. Such option shall be no later than five business exercisable by written notice from the Original Xxxxxx Permitted Transferee's Stockholder to Xxxxx, Sr., Agatha, the Selling Spouse or the personal representative of the estate of the Selling Spouse within fifteen (15) days after delivery the expiration of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation Exercise Period applicable to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereofOriginal Xxxxxx Permitted Transferee.

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine (9) months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.

Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “"Option”") all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine (9) months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s 's intent to exercise the Option in whole or in part (the “"Option Notice”"). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s 's sale and Parent’s 's purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “"Designated Event” " shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.