Common use of Right to Repurchase Clause in Contracts

Right to Repurchase. So long as (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), (ii) on the date the Company Repurchase Notice (as defined below) is given and at all times until the date of repurchase, the Registration Statement is effective and available for use by the Buyers for the resale of their Common Shares and (iii) no Repurchase Event shall have occurred with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment Warrants.

Right to Repurchase. So long as In the event that either Principal's ------------------- Employment Agreement is terminated for any reason other than (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), Principal's death or disability or (ii) on a material breach of the date Employment Agreement by the Company Repurchase Notice Acquiror, the Acquiror shall have the right to repurchase such proportion of the Principal's Merger Shares for a price of $0.10 per share as determined by the following formula: 24 - n ------ 24 where n = the number of full months worked by the respective Principal since the Closing Date For the purposes of this caluculation, the Holdback Amount shall be counted as part of the Principal's Merger Shares. The Acquiror's right to repurchase under this Section 7.8.3 shall be a right to repurchase Principal's Merger Shares not then held in escrow. In the event there is a sale of all or substantially all of the Acquiror's assets or any merger, consolidation or stock sale that results in the holders of the Acquiror's capital stock immediately prior to such transaction owning less than 50% of the voting power of the Acquiror's capital stock immediately after such transaction (a "Change of Control"), the Acquiror's ----------------- right to repurchase the shares as defined below) is given and at all times until set forth above shall only be applicable to one-half of the Merger Shares which otherwise would have been subject to the repurchase right under this Section 7.8.3 as of the date of repurchasesuch Change of Control; provided, however, that in the event the acquiror in such a Change of ----------------- Control transaction does not assume a Principal's Employment Agreement in full or upon substantially the same or better terms, the Registration Statement is effective and available for use by Acquiror's right to repurchase the Buyers for the resale of their Common Shares and (iii) no Repurchase Event shares as set forth above shall have occurred terminate with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment WarrantsMerger Shares.

Right to Repurchase. So long as (i) a. If the Assignee either ceases to provide services to the Company shall and its affiliates for any reason or ceases to be in compliance in all material respects with its obligations a Senior Advisor to the Buyers an Affiliate of Assignor for any reason (including, without limitation, its obligations under this Agreement and the Registration Rights Agreementa “Termination Date”), (ii) on the date the Company Repurchase Notice (as defined below) is given and at all times until the date of repurchase, the Registration Statement is effective and available for use by the Buyers for the resale of their Common Shares and (iii) no Repurchase Event Assignor shall have occurred the right and option, but not the obligation, to purchase any or all of the Co-Investment Shares for a period of one year following the Termination Date. The price per Co-Investment Share paid in connection with respect to which, on such purchase (the date a Company “Repurchase Notice is to be given or on the redemption date, a Buyer (APrice”) shall be entitled the fair market value of a share of Series A Preferred Stock, determined in good faith by the Assignor by reference to exercise optional the closing sale price of the Company’s common shares on the trading date immediately prior to such repurchase rights under Section 7 by reason with no discount for lack of such Repurchase Event or liquidity (B) shall have exercised optional repurchase rights under Section 7 by reason “Fair Market Value”), provided, that if the Termination Date occurs as result of such Repurchase Event and either a voluntary resignation from all positions with the Company shall not have paid and its Affiliates by the Assignee or a voluntary resignation from his position as a Senior Advisor to an Affiliate of Assignor for any reason, in either case, prior to the first anniversary of the Effective Date, the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior be equal to the repurchase date lesser of (x) the Purchase Price Per Share, and (y) Fair Market Value. b. If the Assignor desires to exercise its option to purchase the Co-Investment Shares pursuant to Section 4(a), the Assignor shall, not later than the expiration of the period set forth in Section 4(a), send written notice to the BuyerAssignee of its intention to purchase the Co-Investment Shares, specifying the number of Co-Investment Shares to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Assignor on a date specified by the Assignor no later than the 30th day after the giving of the later of the Call Notice. c. If at any time on the Assignor elects to purchase any Co-Investment Shares pursuant to this Section 4, unless otherwise provided for herein, the purchase price shall be paid by the Assignor’s delivery of a check or after wire transfer of immediately available funds for the Closing Date to repurchase all or a portion purchase price against delivery of the Common certificates or other instruments representing the Co-Investment Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase dateso purchased, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment Warrantsduly endorsed.

Right to Repurchase. So long as (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), (ii) on the date the Company Repurchase Notice (as defined below) is given and at all times until the date of repurchase, the Registration Statement is effective and available for use by the Buyers buyers for the resale of their Common Shares and (iii) no on Repurchase Event shall have occurred with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment Warrants.