Common use of Closing Procedure Clause in Contracts

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 9(a) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted TransfereesTransferees (or at such later date as is determined necessary by the Committee to avoid breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation Right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after its receipt of notice of the Termination Event or BankruptcyEvent, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted TransfereesTransferee) written notice within six (6) months after the Three–Year Termination Event, Four–Year Termination Event or BankruptcyNegative Vote, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted TransfereesTransferee, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein in this Section 3 shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or BankruptcyEvent, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted TransfereesGrantee, the Company or its assignee or assignees shall deliver to him, her or them the Grantee a check for the purchase price Repurchase Price of the Restricted Shares being purchased, ; provided, however, that the Company may pay the purchase price Repurchase Price for such shares Restricted Shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation rights and obligations specified herein in this Section 3 shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a cashier's check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the CompanyShares. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens lien or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her him or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect , as to Restricted Shares following and notwithstanding any public offering contemplated by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effectSection 6, if applicable.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice either immediately prior to or within six (6) months after the Termination Event, the Non Qualifying Sale Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted TransfereesTransferees (or at such later date as is determined necessary by the Committee to avoid breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase Repurchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase Repurchase price for such shares Restricted Shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation Right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his or her Permitted Transferees) written notice within six (6) months after the Termination Event or BankruptcyEvent, specifying a date within such six-month period in on which the Repurchase shall be effected. Upon such notification, the Grantee and his or her Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares and/or Vested Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares and/or Vested Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his or her Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares and/or Vested Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares and/or Vested Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect , as to Restricted Shares following and notwithstanding any public offering contemplated by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effectSection 6, if applicable.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or BankruptcyEvent, specifying a date within such six-month period in which the Repurchase shall be effected, provided that if approval of such Repurchase is required as contemplated by Section 3.1, then the Repurchase shall occur promptly after the same is approved if such approval is required but not obtained within such six-month period. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a cashier's check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the CompanyShares. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens lien or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company Purchaser or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee Principal (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or BankruptcyEvent, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee Principal and his any Permitted Transferees shall promptly surrender to the Company Purchaser any certificates certificates, if any, representing the unvested Restricted Shares being purchased, together with a duly executed stock power for the transfer of such unvested Restricted Shares to the Company Purchaser or the CompanyPurchaser's assignee or assignees (as contemplated by Section 6, if applicable)or provide appropriate instruments of transfer of such unvested Restricted Shares to the Purchaser. Upon the CompanyPurchaser's or its assignee's receipt of the certificates or instruments of transfer from the Grantee Principal or his any Permitted Transferees, the Company Purchaser or its assignee or assignees shall deliver to him, her him or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, providedPROVIDED, howeverHOWEVER, that the Company Purchaser may pay the purchase price Repurchase Price for such shares by offsetting and canceling cancelling any indebtedness then owed by the Grantee Principal to the CompanyPurchaser. At such time, the Grantee Principal and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing Purchaser the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering , by or merger or other transaction involving the Company and delivery of certificates representing such shares together with duly executed stock powers or appropriate instruments of transfer, as applicable. Certificates representing any unvested Restricted Shares shall bear appropriate legends to the effect that such effectshares are subject to the right of Repurchase as stated herein.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or BankruptcyEvent, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Repurchased Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Repurchased Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted TransfereesGrantee, the Company or its assignee or assignees shall deliver to him, her or them the Grantee a check for the purchase price Total Repurchase Price of the Restricted Repurchased Shares being purchased, ; provided, however, that the Company may pay the purchase price Total Repurchase Price for such shares Repurchased Shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Repurchased Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation rights and obligations specified herein in this Section 3 shall survive and remain in effect as to Restricted Shares (but not Vested Shares) following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. If the Company does not elect to effect the Repurchase by delivering such notification within six months after the Termination Event or Bankruptcy giving rise thereto, the Company’s right to Repurchase arising from such Termination Event or Bankruptcy shall terminate. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or his any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 11(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, his any Permitted TransfereesTransferee) written notice within six (6) months after the Three-Year Termination Event, Four-Year Termination Event or BankruptcyNegative Vote, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his any Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or his any Permitted TransfereesTransferee, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, providedPROVIDED, howeverHOWEVER, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein in this Section 3 shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees or his Permitted Transfereespersonal representative in the event of the Permanent Disability (as defined in Grantee’s Amended and Restated Executive Employment and Non-Competition Agreement) of Grantee) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his (and/or, if applicable, any Permitted Transferees or his personal representative in the event of the Permanent Disability of Grantee) shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee (and/or, if applicable, any Permitted Transferees or his Permitted Transfereespersonal representative in the event of the Permanent Disability of Grantee), the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or (and/or, if applicable, any holder Permitted Transferees or his personal representative in the event of the Restricted Shares Permanent Disability of Grantee) shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees or his Permitted Transfereespersonal representative in the event of the Permanent Disability (as defined in Grantee’s Amended and Restated Executive Employment and Non-Competition Agreement) of Grantee) written notice either immediately prior to or within six (6) months after the Termination Event, the Non Qualifying Sale Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his (and/or, if applicable, any Permitted Transferees or his personal representative in the event of the Permanent Disability of Grantee) shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's ’s assignee or assignees (as contemplated by Section 6, if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee (and/or, if applicable, any Permitted Transferees or his Permitted Transfereespersonal representative in the event of the Permanent Disability of Grantee), the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or (and/or, if applicable, any holder Permitted Transferees or his personal representative in the event of the Restricted Shares Permanent Disability of Grantee) shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below.

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, ; provided, however, that the Company may pay the purchase price for such shares Shares by offsetting and canceling cancelling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein in Section 3.2 shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction Sale Event involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, but the Repurchase shall no longer be applicable with respect to Vested Shares from and after the closing date of an Initial Public Offering.