Common use of Securities Acquisition Election Clause in Contracts

Securities Acquisition Election. The Attorney-in-Fact may ------------------------------- elect, by written notice to Parent delivered on or before January 31, 1999 (the "Election Notice") to call upon Parent to acquire, for the cash amount equal to the sum of (i) the value of the shares of Parent Common Stock and Parent Preferred Stock issued in the Xxxxxxx Offering and in the Division Vice Presidents Option and (ii) the Aggregate Consideration less the cash component thereof, plus simple interest on such sum at the rate of 8% per annum from the Closing Date to the date of the closing of such acquisition (the "Securities Acquisition Consideration") (i) all of the shares of Parent Preferred Stock and Parent Common Stock issued by Parent pursuant to this Agreement and (ii) all of the Parent Preferred Stock and Parent Common Stock issued by Parent in the (a) Parent Employee Stock Offering pursuant to Article 5, (b) the Xxxxxxx Offering and (c) the Division Vice Presidents Option ("Securities Acquisition Transaction"). In the event that Parent determines not to agree to acquire such shares and in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in- Fact ("Parent Rejection Notice") that it has so determined not to agree to acquire such shares. In the event Parent determines to agree to acquire such shares in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in-Fact ("Parent Acceptance Notice") that it agrees to acquire such shares. The Parent Acceptance Notice shall also specify the date, time and place of the closing of the Securities Acquisition Transaction; provided that such closing shall be held not more than 60 days after delivery of the Parent Acceptance Notice. At such closing, the Attorney-in-Fact shall deliver or cause to be delivered to Parent or its designee stock certificates evidencing the Parent Preferred Stock and the Parent Common Stock duly endorsed and in proper form for transfer on the stock records of Parent with customary written warranties of good title, authority to transfer and absence of liens or other exceptions to title hereto, and Parent or its designee shall deliver or cause to be delivered to the Attorney-in-Fact the Securities Acquisition Consideration and a letter containing customary representations and warranties evidencing compliance with applicable securities laws. If the Parent Acceptance Notice is not delivered to the Attorney-in-Fact within 90 days of Parent's receipt of the Election Notice, Parent will conclusively be deemed to have delivered a Parent Rejection Notice to the Attorney-in-Fact on the 90th day after Parent's receipt of the Election Notice. Upon delivery or deemed delivery of the Parent Rejection Notice, neither the Attorney-in-Fact nor any holder of Parent Common Stock, or Parent Preferred Stock shall have any rights to request Parent to acquire any of same pursuant to this Section 461.

Securities Acquisition Election. The Attorney-in-Fact Stockholders jointly ------------------------------- may ------------------------------- elect, by written notice to Parent delivered on or before January 31, 1999 (the "Election Notice") to call upon Parent to acquire, for the cash amount equal to the sum of (i) the value $1.00 per share of the shares Parent Preferred Stock and $6.30 per share of Parent Common Stock and Parent Preferred Stock issued in (taking into account any stock splits or other similar events since the Xxxxxxx Offering and in the Division Vice Presidents Option and (ii) the Aggregate Consideration less the cash component thereofClosing), plus simple interest on such sum thereon at the rate of 8% per annum from the Closing Date date hereof to the date of the closing of such acquisition (the "Securities Acquisition Consideration") (i) all of the shares of Parent Preferred Stock and Parent Common Stock issued by Parent to the Stockholders pursuant to this Agreement and (ii) all of the Parent Preferred Stock and Parent Common Stock issued by Parent in the (a) Parent Employee Stock Offering pursuant to Article 5, (b) the Xxxxxxx Offering and (c) the Division Vice Presidents Option ("Securities Acquisition Transaction")Agreement. In the event that Parent determines not to agree to acquire such shares and in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in- Fact Stockholders ("Parent Rejection Notice") that it has so determined not to agree to acquire such shares. In the event Parent determines to agree to acquire such shares in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in-Fact Stockholders ("Parent Acceptance Notice") that it agrees to acquire such shares. The Parent Acceptance Notice shall also specify the date, time and place of the closing of the Securities Acquisition Transaction; provided that such closing shall be held not more than 60 days after delivery of the Parent Acceptance Notice. At such closing, the Attorney-in-Fact Stockholders shall deliver or cause to be delivered to Parent or its designee stock certificates evidencing the Parent Preferred Stock and the Parent Common Stock duly endorsed and in proper form for transfer on the stock records of Parent the Company with customary written warranties of good title, authority to transfer and absence of liens or other exceptions to title hereto, and Parent or its designee shall deliver or cause to be delivered to the Attorney-in-Fact Stockholders the Securities Acquisition Consideration and a letter containing customary representations and warranties evidencing compliance with applicable securities laws. If the Parent Acceptance Notice is not delivered to the Attorney-in-Fact Stockholders within 90 days of Parent's receipt of the Election Notice, Parent will conclusively be deemed to have delivered a Parent Rejection Notice to the Attorney-in-Fact Stockholders on the 90th day after Parent's receipt of the Election Notice. Upon delivery or deemed delivery of the Parent Rejection Notice, neither the Attorney-in-Fact nor any holder of Parent Common Stock, or Parent Preferred Stock Stockholders shall have any rights no right to request Parent to acquire any of same Parent Common Stock or Parent Preferred Stock pursuant to this Section 4614.5.1.

Securities Acquisition Election. The Attorney-in-Fact Transferor may ------------------------------- elect, ------------------------------- by written notice to Parent Transferee delivered on or before January 31, 1999 (the "Third Election Notice") to call upon Parent Transferee to acquire, for the cash amount equal to the sum of (i) the value of the shares of Parent Common Stock and Parent Preferred Stock issued in the Xxxxxxx Offering and in the Division Vice Presidents Option and (ii) the Aggregate Consideration less the cash component thereof, $2,476,776 plus simple interest on such sum thereon at the rate of 8% per annum Reference Rate from the Closing Date date hereof to the date of the closing of such acquisition (the "Securities Acquisition Consideration") (i) all of the shares of Parent GMAC Preferred Stock and Parent GMAC Common Stock issued by Parent Transferee to Transferor pursuant to this Agreement and (ii) all of the Parent Preferred Stock and Parent Common Stock issued by Parent in the (a) Parent Employee Stock Offering pursuant to Article 5, (b) the Xxxxxxx Offering and (c) the Division Vice Presidents Option ("Securities Acquisition Transaction")) within 90 days of Transferee's receipt of the Third Election Notice. In the event that Parent Transferee determines not to agree to acquire such shares and within 90 days of Transferee's receipt of the Third Election Notice in the Securities Acquisition Transaction, Parent Transferee shall, within 90 60 days of receipt of the Third Election Notice, give written notice to the Attorney-in- Fact Transferors ("Parent Transferee Second Rejection Notice") that it has so determined not to agree to acquire such shares. In the event Parent Transferee determines to agree to acquire such shares in the Securities Acquisition Transaction, Parent Transferee shall, within 90 60 days of receipt of the Third Election Notice, give written notice to the Attorney-in-Fact Transferors ("Parent Transferee Second Acceptance Notice") that it agrees to acquire such shares. The Parent Transferee Second Acceptance Notice shall also specify the date, time and place of the closing of the Securities Acquisition Transaction; provided that such closing shall be held not more than 60 90 days after delivery of the Parent Acceptance Third Election Notice. At such closing, the Attorney-in-Fact Transferor shall deliver or cause to be delivered to Parent Transferee or its designee stock certificates evidencing the Parent GMAC Preferred Stock and the Parent GMAC Common Stock duly endorsed and in proper form for transfer on the stock records of Parent the Company with customary written warranties of good title, authority to transfer and absence of liens or other exceptions to title hereto, and Parent Transferee or its designee shall deliver or cause to be delivered to the Attorney-in-Fact Transferor the Securities Acquisition Consideration and a letter containing customary representations and warranties evidencing compliance with applicable securities laws. If the Parent Transferee Second Acceptance Notice is not delivered to the Attorney-in-Fact Transferor within 90 60 days of ParentTransferee's receipt of the Third Election Notice, Parent Transferee will conclusively be deemed to have delivered a Parent Transferee Second Rejection Notice to the Attorney-in-Fact Transferor on the 90th 60th day after ParentTransferee's receipt of the Third Election Notice. Upon delivery or deemed delivery of the Parent Transferee Rejection Notice, neither the Attorney-in-Fact nor Transferors shall have no right to request Transferee to acquire any holder shares of Parent GMAC Common Stock, or Parent GMAC Preferred Stock shall have any rights to request Parent to acquire any of same Stock, pursuant to this Section 4614.8.1.

Securities Acquisition Election. The Attorney-in-Fact Stockholders jointly may ------------------------------- elect, by written notice to Parent delivered on or before January 31, 1999 (the "Third 1 Election Notice") ), to call upon Parent to acquire, for the cash amount equal to the sum of (i) the value of the shares of Parent Common Stock and Parent Preferred Stock issued in the Xxxxxxx Offering and in the Division Vice Presidents Option and (ii) the Aggregate Consideration less the cash component thereof, $8,232,000 plus simple interest on such sum thereon at the rate of 8% per annum from the Closing Date date hereof to the date of the closing of such acquisition (the "Securities Acquisition Consideration") (i) all of the shares of Parent Preferred Stock and Parent Common Stock issued by Parent to the Stockholders pursuant to this Agreement and (ii) all of the Parent Preferred Stock Rights and Parent Common Stock issued by Parent in the (a) Parent all Employee Stock Offering pursuant to Article 5, (b) the Xxxxxxx Offering Options and (c) the Division Vice Presidents all Option Shares ("Securities Acquisition Transaction"). In the event that Parent determines not to agree to acquire such shares shares, Rights, and Employee Options and Option Shares in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Third Election Notice, give written notice to the Attorney-in- Fact Stockholders ("Parent Second Rejection Notice") that it has so determined not to agree to acquire such shares, Rights, Employee Options and Option Shares. In the event Parent determines to agree to acquire such shares shares, Rights, Employee Options and Option Shares in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Third Election Notice, give written notice to the Attorney-in-Fact Stockholders ("Parent Second Acceptance Notice") that it agrees to acquire such shares, Rights, Employee Options and Option Shares. The Parent Second Acceptance Notice shall also specify the date, time and place of the closing of the Securities Acquisition Transaction; provided that such closing shall be held not more than 60 days after delivery of the Parent Second Acceptance Notice. At such closing, the Attorney-in-Fact Stockholders shall deliver or cause to be delivered to Parent or its designee stock certificates evidencing the Parent Preferred Stock and the Parent Common Stock and Option Shares duly endorsed and in proper form for transfer on the stock records of Parent the Company with customary written warranties of good title, authority to transfer and absence of liens or other exceptions to title heretohereto and a release of all of the Stockholder's Rights and all Employee Options, and Parent or its designee shall deliver or cause to be delivered to the Attorney-in-Fact Stockholders the Securities Acquisition Consideration and a letter containing customary representations and warranties evidencing compliance with applicable securities laws. If the Parent Second Acceptance Notice is not delivered to the Attorney-in-Fact Stockholders within 90 days of Parent's receipt of the Third Election Notice, Parent will conclusively be deemed to have delivered a Parent Second Rejection Notice to the Attorney-in-Fact Stockholders on the 90th day after Parent's receipt of the Third Election Notice. Upon delivery or deemed delivery of the Parent Rejection Notice, neither the Attorney-in-Fact nor any holder of Parent Common Stock, or Parent Preferred Stock Stockholders shall have any rights no right to request Parent to acquire any shares of same Parent Common Stock, Parent Preferred Stock, Rights, Employee Options or Option Shares pursuant to this Section 4614.6.1.

Securities Acquisition Election. The Attorney-in-Fact Stockholders acting as a ------------------------------- group may ------------------------------- elect, by written notice to Parent delivered on or before January 31, 1999 (the "Election Notice") to call upon Parent to acquire, for the cash amount equal to the sum of (i) the value of the shares of Parent Common Stock and Parent Preferred Stock issued in the Xxxxxxx Offering and in the Division Vice Presidents Option and (ii) the Aggregate Consideration less the cash component thereof, $2,244,576 plus simple interest on such sum thereon at the rate of 8% per annum from the Closing Date date hereof to the date of the closing of such acquisition (the "Securities Acquisition Consideration") (i) all of the shares of Parent Preferred Common Stock and Parent Common Preferred Stock issued by Parent to the Stockholders pursuant to this Agreement and (ii) all of the Parent Preferred Stock and Parent Common Stock issued by Parent in the (a) Parent Employee Stock Offering pursuant to Article 5, (b) the Xxxxxxx Offering and (c) the Division Vice Presidents Option ("Securities Acquisition Transaction"). In the event that Parent determines not to agree to acquire such shares and in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in- Fact Stockholders ("Parent Rejection Notice") that it has so determined not to agree to acquire such shares. In the event Parent determines to agree to acquire such shares in the Securities Acquisition Transaction, Parent shall, within 90 days of receipt of the Election Notice, give written notice to the Attorney-in-Fact Stockholders ("Parent Acceptance Notice") that it agrees to acquire such shares. The Parent Acceptance Notice shall also specify the date, time and place of the closing of the Securities Acquisition Transaction; provided that such closing shall be held not more than 60 days after delivery of the Parent Acceptance Notice. At such closing, the Attorney-in-Fact Stockholders shall deliver or cause to be delivered to Parent or its designee stock certificates evidencing the Parent Preferred Common Stock and the Parent Common Preferred Stock duly endorsed and in proper form for transfer on the stock records of Parent the Companies with customary written warranties of good title, authority to transfer and absence of liens or other exceptions to title hereto, and Parent or its designee shall deliver or cause to be delivered to the Attorney-in-Fact Stockholders the Securities Acquisition Consideration and a letter containing customary representations and warranties evidencing compliance with applicable securities laws. If the Parent Acceptance Notice is not delivered to the Attorney-in-Fact Stockholders within 90 days of Parent's receipt of the Election Notice, Parent will conclusively be deemed to have delivered a Parent Rejection Notice to the Attorney-in-Fact Stockholders on the 90th day after Parent's receipt of the Election Notice. Upon delivery or deemed delivery of the Parent Rejection Notice, neither the Attorney-in-Fact nor any holder of Parent Common Stock, or Parent Preferred Stock Stockholders shall have any rights no right to request Parent to acquire any of same Parent Common Stock or Parent Preferred Stock pursuant to this Section 4614.5.1.