EXHIBIT 10.21
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 14,
2002, by and between TSI Telecommunication Holdings, LLC, a Delaware limited
liability company (the "COMPANY") and Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxx
Xxxx (Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxx Xxxx are referred to herein
individually as a "PURCHASER", and collectively, as the "PURCHASERS"). Except as
otherwise indicated herein, capitalized terms used herein are defined in SECTION
6 of this Agreement.
The parties hereto agree as follows:
1. PURCHASE AND SALE OF COMMON UNITS.
(a) Upon the execution of this Agreement, the Purchasers will
purchase, and the Company will sell 225,225.23 of the Company's Common Units
(the "COMMON UNITS") at a price of $0.0333 per unit. Each Purchaser shall
purchase the amount of Common Units set forth next to such Purchaser's name on
SCHEDULE A attached hereto. Each Purchaser further agrees that in connection
with the transactions contemplated by this Agreement, such Purchaser will
execute and deliver to the Company, this Agreement, the Securityholders
Agreement, the Registration Agreement and the LLC Agreement and each of the
other agreements contemplated hereby or thereby and make the investment in the
Company described herein. The Company will deliver the Purchasers copies of the
certificates representing such Common Units purchased by each Purchaser, and
each Purchaser will deliver to the Company a cashier's or certified check or
wire transfer of funds in the aggregate amount of $2,500 as payment for the
Common Units purchased by such Purchaser. The Common Units acquired by
Purchasers pursuant to this SECTION 1(a) are referred to herein as "CARRIED
UNITS".
(b) Within 30 days after the purchase of any Carried Units hereunder,
each Purchaser will make an effective election with the Internal Revenue Service
under Section 83(b) of the Internal Revenue Code and the regulations promulgated
thereunder in the form of EXHIBIT A attached hereto.
(c) In connection with the purchase and sale of the Carried Units,
each Purchaser represents and warrants to the Company that:
(i) The Carried Units to be acquired by such Purchaser pursuant to
this Agreement will be acquired for such Purchaser's own account and not
with a view to, or intention of, distribution thereof in violation of the
Securities Act, or any applicable state securities laws, and the Carried
Units will not be disposed of in contravention of the Securities Act or any
applicable state securities laws.
(ii) Such Purchaser is sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the Carried
Units.
(iii) Such Purchaser is able to bear the economic risk of his
investment in the Carried Units for an indefinite period of time because
the Carried Units have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available.
(iv) Such Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of the
Carried Units and has had full access to such other information concerning
the Company and its Subsidiaries as he has requested.
(v) This Agreement, the Securityholders Agreement, the
Registration Agreement and the LLC Agreement, and all other agreements
contemplated hereby or thereby to which such Purchaser is a party
constitutes a legal, valid and binding obligation of such Purchaser,
enforceable against such Purchaser in accordance with its terms, and the
execution, delivery and performance of this Agreement the Securityholders
Agreement, the Registration Agreement and the LLC Agreement, and all other
agreements contemplated hereby or thereby by such Purchaser does not and
will not conflict with, violate or cause a breach of any agreement,
contract or instrument to which such Purchaser is a party or any judgment,
order or decree to which such Purchaser is subject.
(vi) Such Purchaser is a resident of the State of Illinois.
(vii) Such Purchaser is an accredited investor as such term is
defined in the Securities Act and the rules and regulations promulgated
thereunder.
(viii) Such Purchaser acknowledges and agrees that certain
provisions of this Agreement are intended for the benefit of, and will be
enforceable by, the Investors.
2. COVENANTS. Concurrently with the execution of this Agreement, each
Purchaser shall execute in blank ten security transfer powers in the form of
EXHIBIT B attached hereto (the "SECURITY POWERS") with respect to the Carried
Units and shall deliver such Security Powers to the Company. The Security Powers
shall authorize the Company to assign, transfer and deliver the Carried Units to
the appropriate acquiror thereof pursuant to SECTION 4 below or SECTION 6 of the
Securityholders Agreement and under no other circumstances.
3. VESTING OF CARRIED UNITS.
(a) The Carried Units shall be subject to vesting in the manner
specified in this SECTION 3. Except as otherwise provided in SECTION 3(b) below,
5% of the Carried Units will become vested on each Quarter Date such that on
February 14, 2007 the Carried Units will be 100% vested, in each case, however,
if and only if as of each such Quarter Date, G. Xxxxxx Xxxxx has been
continuously employed by the Company, Employer or any of their respective
Subsidiaries from the date of this Agreement through and including such Quarter
Date.
(b) Upon the occurrence of a Sale of the Company, all Carried Units
which have not yet become vested shall become vested at the time of such event,
if as of the date of
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such event G. Xxxxxx Xxxxx is employed by the Company, Employer or any of their
respective Subsidiaries. Carried Units which have become vested are referred to
herein as "VESTED UNITS" and all other Carried Units are referred to herein as
"UNVESTED UNITS."
4. REPURCHASE OPTION.
(a) Upon G. Xxxxxx Xxxxx (the "EXECUTIVE") ceasing to be employed by
the Company, Employer or their respective Subsidiaries for any reason prior to
February 14, 2007 (the "TRIGGERING EVENT"), the Carried Units (whether held by
the Purchasers or one or more of the Purchasers' transferees, other than the
Company and the Investors) will be subject to repurchase, by the Company
pursuant to the terms and conditions set forth in this SECTION 4 (the
"REPURCHASE OPTION"). The Company may assign its repurchase rights set forth in
this SECTION 3 to any Person; PROVIDED that the Company may not assign to any
Person its right to pay any portion of the Repurchase Price for Carried Units
repurchased hereunder in the form of Class A Preferred, as set forth in SECTION
4(e).
(b) Upon the Triggering Event: (i) the purchase price for each
Unvested Unit will be the lesser of (A) such Purchaser's Original Cost for such
Unit and (B) the Fair Market Value of such unit as of the date of the Triggering
Event; and (ii) the purchase price for each Vested Unit will be the Fair Market
Value of such unit as of the date of the Triggering Event; PROVIDED, however,
that if Executive's employment is terminated for Cause (as defined in the Senior
Management Agreement), the purchase price for each Vested Common Unit will be
Purchaser's Original Cost for such Common Unit.
(c) The Board may elect to purchase all or any portion of the Unvested
Units or the Vested Units by delivering written notice (the "REPURCHASE NOTICE")
to the holder or holders of the Carried Units within one year after the
Triggering Event. The Repurchase Notice will set forth the number of Unvested
Units and Vested Units to be acquired from each holder, the aggregate
consideration to be paid for such units and the time and place for the closing
of the transaction. The number of Carried Units to be repurchased by the Company
shall first be satisfied to the extent possible from the Carried Units held by
the Purchasers at the time of delivery of the Repurchase Notice. If the number
of Carried Units then held by the Purchasers is less than the total number of
Carried Units which the Company has elected to purchase, the Company shall
purchase the remaining Carried Units elected to be purchased from the other
holder(s) of Carried Units under this Agreement, pro rata according to the
number of Carried Units held by such other holder(s) at the time of delivery of
such Repurchase Notice (determined as nearly as practicable to the nearest
unit). The number of Unvested Units and Vested Units to be repurchased hereunder
will be allocated among the Purchasers and the other holders of Carried Units
(if any) pro rata according to the number of Carried Units to be purchased from
such Person.
(d) The closing of the purchase of the Carried Units pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice, which date shall not be more than one month nor less than
five days after the delivery of the later of either such notice to be delivered.
The Company will pay for the Carried Units to be purchased by it pursuant to the
Repurchase Option by first offsetting amounts outstanding under any bona fide
debts owed by the Purchasers to the Company and will pay the remainder of the
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purchase price by, at its option, (A) a check or wire transfer of funds, (B)
issuing in exchange for such securities a number of the Company's Class A
Preferred (having the rights and preferences set forth in the LLC Agreement)
equal to (x) the aggregate portion of the repurchase price for such Carried
Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and
for purposes of the LLC Agreement each such Class A Preferred unit shall as of
its issuance be deemed to have Capital Contributions (as defined in the LLC
Agreement) made with respect to such Class A Preferred unit equal to $1,000, or
(C) any combination of (A) and (B) as the Board may elect in its discretion. The
Company will be entitled to receive customary representations and warranties
from the sellers regarding such sale and to require that all sellers' signatures
be guaranteed.
By way of example only for the purpose of clarifying the mechanics of
SECTION 4(e)(B), if the Company intends to repurchase 45,045 Carried Units from
a Purchaser by issuance of Class A Preferred and the aggregate repurchase price
determined in accordance with this SECTION 3 is $1,500, then the Company would
issue such Purchaser 1.5 units of Class A Preferred and for purposes of the LLC
Agreement the whole unit of Class A Preferred issued to such Purchaser would as
of its issuance be deemed to have Capital Contributions made for such Class A
Preferred of $1,000 and the Capital Contributions made for the one-half unit of
Class A Preferred would be $500.
(e) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Carried Units by the Company pursuant to the
Repurchase Option shall be subject to applicable restrictions contained in the
Delaware Limited Liability Company Act, the Delaware General Corporation Law or
such other governing corporate law, and in the Company's and its Subsidiaries'
debt and equity financing agreements. If any such restrictions prohibit (i) the
repurchase of Carried Units hereunder which the Company is otherwise entitled to
make or (ii) dividends or other transfers of funds from one or more Subsidiaries
to the Company to enable such repurchases, then the Company may make such
repurchases as soon as it is permitted to make repurchases or receive funds from
Subsidiaries under such restrictions.
(f) Notwithstanding anything to the contrary contained in this
Agreement, if the Fair Market Value of the Carried Units is finally determined
to be an amount at least 10% greater than the per unit repurchase price for such
Carried Units in the Repurchase Notice, the Company shall have the right to
revoke its exercise of the Repurchase Option for all or any portion of the
Carried Units elected to be repurchased by it by delivering notice of such
revocation in writing to the holders of Carried Units during the thirty-day
period beginning on the date that the Company is given written notice that the
Fair Market Value of Carried Units was finally determined to be an amount at
least 10% greater than the per unit repurchase price for Carried Units set forth
in the Repurchase Notice.
(g) The provisions of this SECTION 4 shall terminate with respect to
Vested Units upon the first to occur of the consummation of a Public Offering
and the consummation of a Sale of the Company.
5. RESTRICTIONS ON TRANSFER OF CARRIED UNITS.
(a) LEGEND. The certificates representing the Carried Units will bear
a legend
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in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF FEBRUARY 14, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
CERTAIN OTHER AGREEMENTS SET FORTH IN A PURCHSE AGREEMENT BETWEEN THE
COMPANY AND A MEMBER OF THE COMPANY DATED AS OF FEBRUARY 14, 2002. A
COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) OPINION OF COUNSEL. No holder of Carried Units may sell, transfer
or dispose of any Carried Units (except pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company a
written notice describing in reasonable detail the proposed transfer, together
with an opinion of counsel (reasonably acceptable in form and substance to the
Company) that neither registration nor qualification under the Securities Act
and applicable state securities laws is required in connection with such
transfer. In addition, if the holder of the Carried Units delivers to the
Company an opinion of counsel that no subsequent transfer of such Carried Units
shall require registration under the Securities Act, the Company shall promptly
upon such contemplated transfer deliver new certificates for such Carried Units
which do not bear the Securities Act portion of the legend set forth in SECTION
5(a). If the Company is not required to deliver new certificates for such
Carried Units not bearing such legend, the holder thereof shall not transfer the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this SECTION 5.
6. DEFINITIONS.
"AFFILIATE" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor or any other person, entity or investment fund
controlling, controlled by or under common control with such Investor.
"BOARD" means the Board of Managers of the Company.
"EMPLOYER" means TSI Telecommunication Services Inc., a Delaware
corporation, as successor to TSI Merger Sub, Inc, a Delaware corporation.
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"FAIR MARKET VALUE" of Carried Units means the average of the closing
prices of the sales of such Carried Units on all securities exchanges on which
such Carried Units may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day such
Carried Units is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day such Carried Units are not quoted in the NASDAQ System, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day. If at any time such Carried
Units are not listed on any securities exchange or quoted in the NASDAQ System
or the over-the-counter market, the Fair Market Value will be the fair value of
such Carried Units as determined in good faith by the Board. If the Purchasers
holding a majority of the Carried Units held by Purchasers reasonably disagree
with such determination, such Purchasers shall deliver to the Board a written
notice of objection within ten days after delivery of the Repurchase Notice.
Upon receipt of such Purchasers' written notice of objection, the Board and such
Purchasers will negotiate in good faith to agree on such Fair Market Value. If
such agreement is not reached within 30 days after the delivery of the
Repurchase Notice, Fair Market Value shall be determined by an appraiser jointly
selected by the Board and such Purchasers, which appraiser shall submit to the
Board and such Purchasers a report within 30 days of its engagement setting
forth such determination. If the parties are unable to agree on an appraiser
within 45 days after delivery of the Repurchase Notice, within seven days, each
party shall submit the names of four nationally recognized firms that are
engaged in the business of valuing non-public securities, and each party shall
be entitled to strike two names from the other party's list of firms, and the
appraiser shall be selected by lot from the remaining four firms. The expenses
of such appraiser shall be borne by such Purchasers unless the appraiser's
valuation is more than 10% greater than the amount determined by the Board, in
which case, the expenses of the appraiser shall be borne by the Company. The
determination of such appraiser as to Fair Market Value shall be final and
binding upon all parties.
"INVESTORS" shall mean GTCR Fund VII, L.P., a Delaware limited
partnership, GTCR Fund VII/A, L.P., a Delaware limited partnership, GTCR
Co-Invest, L.P., a Delaware limited partnership and any other investment fund
managed by GTCR Xxxxxx Xxxxxx, L.L.C.
"INVESTOR PURCHASE AGREEMENT" means that certain Unit Purchase
Agreement dated as of the date hereof by and between the Investors and the
Company, as the same may be amended from time to time pursuant to the terms
thereof.
"LLC AGREEMENT" means the Limited Liability Company Agreement of the
Company, dated as of the date hereof among the parties from time to time party
thereto, as the same may be amended from time to time pursuant to the terms
thereof.
"ORIGINAL COST" means, with respect to each Common Unit purchased
hereunder, $0.0333 (as proportionately adjusted for all subsequent unit splits,
unit dividends and other recapitalizations).
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"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of equity securities of the Company or a
corporate successor to the Company.
"PUBLIC SALE" means (i) any sale pursuant to a registered public
offering under the Securities Act or (ii) any sale to the public pursuant to
Rule 144 promulgated under the Securities Act effected through a broker, dealer
or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).
"QUARTER DATE" means February, May, August and November of each year
beginning on May, 2002 and ending on February, 2007.
"REGISTRATION AGREEMENT" means the Registration Agreement, dated as of
the date hereof, by and among the Company, the Investors (or an Affiliate
thereof) and the other Persons party thereto from time to time, as the same may
be amended from time to time pursuant to the terms thereof.
"SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to which any Person or group of related Persons other than the
Investors or their Affiliates in the aggregate acquire(s) (i) equity securities
of the Company possessing the voting power (other than voting rights accruing
only in the event of a default, breach or event of noncompliance) to elect a
majority of the Company's board of managers (whether by merger, consolidation,
reorganization, combination, sale or transfer of the Company's equity,
securityholder or voting agreement, proxy, power of attorney or otherwise) or
(ii) all or substantially all of the Company's assets determined on a
consolidated basis; PROVIDED that a Public Offering shall not constitute a Sale
of the Company.
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
"SECURITYHOLDERS AGREEMENT" means the Securityholders Agreement dated
as of February 14, 2002 among the Company and certain of its securityholders, as
the same may be amended from time to time pursuant to the terms thereof.
"SENIOR MANAGEMENT AGREEMENT" means that certain Senior Management
Agreement dated as of the date hereof, by and among the Company, Employer and G.
Xxxxxx Xxxxx, as the same may be amended, modified or supplemented from time to
time.
"SUBSIDIARY" means any corporation or other entity of which the
Company owns securities having a majority of the ordinary voting power in
electing the board of directors directly or through one or more subsidiaries.
"TRANSFER" means to sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).
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7. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
IF TO THE COMPANY:
TSI Telecommunication Holdings, LLC
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: G. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AND
TSI Telecommunication Holdings, LLC
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Jr.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH COPIES TO:
GTCR Fund VII, L.P., GTCR Fund VII/A, L.P.
and GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH COPIES TO:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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IF TO PURCHASER:
Xxxxxxxxx Xxxxxxxx
c/o Cook Associates, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
IF TO THE INVESTORS:
GTCR Fund VII, L.P., GTCR Fund VII/A, L.P.
and GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
8. GENERAL PROVISIONS.
(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
Transfer of any Carried Units in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Carried Units as the owner of such equity
for any purpose.
(b) SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will
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not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
(c) COMPLETE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts (including by means of telecopied signature pages), each of which
is deemed to be an original and all of which taken together constitute one and
the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Purchasers, the Company, the Investors and their respective successors and
assigns (including subsequent holders of Carried Units); PROVIDED that the
rights and obligations of the Purchasers under this Agreement shall not be
assignable except in connection with a permitted transfer of Carried Units
hereunder.
(f) CHOICE OF LAW. The limited liability company law of the State of
Delaware will govern all questions concerning the relative rights of the Company
and its securityholders. All other questions concerning the construction,
validity and interpretation of this Agreement and the exhibits hereto will be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
(g) REMEDIES. Each of the parties to this Agreement (including the
Investors) will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor.
(h) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company, the
Purchasers holding a majority of the Carried Units held by Purchasers and the
Majority Holders (as defined in the Investor Purchase Agreement).
(i) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
(j) ADJUSTMENTS OF NUMBERS. All numbers set forth herein which refer
to unit prices or amounts will be appropriately adjusted to reflect unit splits,
unit dividends, combinations of units and other recapitalizations affecting the
subject class of equity.
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(k) DEEMED TRANSFER OF CARRIED UNITS. If the Company (and/or the
Investors and/or any other Person acquiring securities) shall make available, at
the time and place and in the amount and form provided in this Agreement, the
consideration for the Carried Units to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such units are to be repurchased shall no longer have any rights as a
holder of such units (other than the right to receive payment of such
consideration in accordance with this Agreement), and such units shall be deemed
purchased in accordance with the applicable provisions hereof and the Company
(and/or the Investors and/or any other Person acquiring securities) shall be
deemed the owner and holder of such units, whether or not the certificates
therefor have been delivered as required by this Agreement.
(l) NO PLEDGE OR SECURITY INTEREST. The purpose of the Company's
retention of Purchaser's certificates and executed security powers is solely to
facilitate the repurchase provisions set forth in SECTION 4 herein and SECTION 6
of the Securityholders Agreement does not constitute a pledge by Purchaser of,
or the granting of a security interest in, the underlying equity.
(m) RIGHTS GRANTED TO GTCR AND ITS AFFILIATES. Any rights granted to
GTCR VII, GTCR VII/A, GTCR Co-Invest and their Affiliates hereunder may also be
exercised (in whole or in part) by their designees (which may be Affiliates of
GTCR Fund VII, GTCR Fund VII/A and/or GTCR Co-Invest).
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement on the date first written above.
TSI TELECOMMUNICATION HOLDINGS, LLC
By: /s/ G. Xxxxxx Xxxxx
Its: Chief Executive Officer
/s/ Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxx
Xxxxx Xxxx
/s/ Xxxx Xxxx
Xxxx Xxxx
Agreed and Accepted:
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR FUND VII/A, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
SIGNATURE PAGE 1 OF 1 TO TSI / XXXX ASSOCIATES PURCHASE AGREEMENT
