Common use of Mandatory Call Clause in Contracts

Mandatory Call. In the event that: (i) none of the options set forth in Sections 5.2 through 5.4 of this Agreement have been exercised on or before September 30, 2003; (ii) the Independent Committee no longer exists; and (iii) no independent directors sit on the Holdings Board and, after reasonable good faith efforts by the remaining members of the Holdings Board, no independent persons qualified to serve on the Holdings Board have been found or, if found, are not willing to sit on the Holdings Board, then the Holdings Board shall engage an independent investment banking, accounting or third party valuation firm to evaluate whether or not it is in the best interests of Holdings that it purchase the shares of Common Stock held by the SOFTBANK Entities. In the event that such independent investment banking, accounting or third party valuation firm selected by the Holdings Board thereafter recommends to the Holdings Board that Holdings purchase the shares of Common Stock held by the SOFTBANK Entities, then Holdings shall be obligated to purchase (the "Mandatory Call") on or before December 31, 2003 (the "Mandatory Call Period") 100 shares of Common Stock held by the SOFTBANK Entities (as appropriately adjusted for stock splits, reverse stock splits and stock dividends) in exchange for an aggregate consideration of (x) US$125,000 and (y) 16,667 shares of authorized but unissued shares of the Series E Preferred; provided, however, that (i) in accordance with Section 3.5(a)(ii) of the Original Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, by written notice given to Holdings on or before December 1, 2003, to have the principal amount of the Original Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Original Loan Agreement); and (ii) in accordance with Section 3.5(a)(ii) of the Second Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, to have the principal amount of the Second Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Second Loan Agreement)."

Mandatory Call. In the event that: (i) none of the options set forth in Sections 5.2 through 5.4 of this Agreement have been exercised on or before September 30, 2003; (ii) the Independent Committee no longer exists; and (iii) no independent directors sit on the Holdings Board and, after reasonable good faith efforts by the remaining members of the Holdings Board, no independent persons qualified to serve on the Holdings Board have been found or, if found, are not willing to sit on the Holdings Board, then the Holdings Board shall engage an independent investment banking, accounting or third party valuation firm to evaluate whether or not it is in the best interests of Holdings that it purchase the shares of Common Stock held by the SOFTBANK Entities. In the event that such independent investment banking, accounting or third party valuation firm selected by the Holdings Board thereafter recommends to the Holdings Board that Holdings purchase the shares of Common Stock held by the SOFTBANK Entities, then Holdings shall be obligated to purchase (the "Mandatory Call") on or before December 31, 2003 (the "Mandatory Call Period") 100 all of the shares of Common Stock held by the SOFTBANK Entities (as appropriately adjusted for stock splits, reverse stock splits and stock dividends) in exchange for an aggregate consideration of (x) US$125,000 and (y) 16,667 shares of authorized but unissued shares of the Series E Preferred; provided, however, that (i) in accordance with Section 3.5(a)(ii) of the Original Loan Agreement, Agreement the SOFTBANK Entities may elect, in their sole discretion, by written notice given to Holdings on or before December 1, 2003, to have the principal amount of the Original Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Original Loan Agreement); and (ii) in accordance with Section 3.5(a)(ii) of the Second Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, to have the principal amount of the Second Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Second Loan Agreement)."

Mandatory Call. In the event that: (i) none of the options set forth in Sections 5.2 through 5.4 of this Agreement have been exercised on or before September 30, 2003; (ii) the Independent Committee no longer exists; and (iii) no independent directors sit on the Holdings Board and, after reasonable good faith efforts by the remaining members of the Holdings Board, no independent persons qualified to serve on the Holdings Board have been found or, if found, are not willing to sit on the Holdings Board, then the Holdings Board shall engage an independent investment banking, accounting or third party valuation firm to evaluate whether or not it is in the best interests of Holdings that it purchase the shares of Common Stock held by the SOFTBANK Entities. In the event that such independent investment banking, accounting or third party valuation firm selected by the Holdings Board thereafter recommends to the Holdings Board that Holdings purchase the shares of Common Stock held by the SOFTBANK Entities, then Holdings shall be obligated to purchase (the "Mandatory Call") on or before December 31, 2003 (the "Mandatory Call Period") 100 all of the shares of Common Stock held by the SOFTBANK Entities (as appropriately adjusted for stock splits, reverse stock splits and stock dividends) in exchange for an aggregate consideration of (x) US$125,000 and (y) 16,667 shares of authorized but unissued shares of the Series E Preferred; provided, however, that (i) in accordance with Section 3.5(a)(ii) . In the event of the Original Loan Agreementexercise and closing of the transactions contemplated by the Mandatory Call, Holdings shall pay to each of the SOFTBANK Entities may elect, in their sole discretion, by written notice given to Holdings on or before December 1, 2003, to have the principal amount pro rata share of the Original Loan re-paid by reducing foregoing aggregate consideration based upon the total number of shares of Common Stock held sold by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Original Loan Agreement); and (ii) in accordance with Section 3.5(a)(ii) of the Second Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, to have the principal amount of the Second Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Second Loan Agreement)such entity."

Mandatory Call. In the event that: (i) none of the options set forth in Sections 5.2 2 through 5.4 4 of this Agreement have been exercised on or before September 30, 2003; (ii) the Independent Committee no longer exists; and (iii) no independent directors sit on the Holdings Board and, after reasonable good faith efforts by the remaining members of the Holdings Board, no independent persons qualified to serve on the Holdings Board have been found or, if found, are not willing to sit on the Holdings Board, then the Holdings Board shall engage an independent investment banking, accounting or third party valuation firm to evaluate whether or not it is in the best interests of Holdings that it purchase the shares of SOFTBANK Common Stock held by the SOFTBANK EntitiesStock. In the event that such independent investment banking, accounting or third party valuation firm selected by the Holdings Board thereafter recommends to the Holdings Board that Holdings purchase the shares of SOFTBANK Common Stock held by the SOFTBANK EntitiesStock, then Holdings shall be obligated to purchase (the "Mandatory Call") on or before December 31, 2003 (the "Mandatory Call Period") 100 shares all of the SOFTBANK Common Stock held by the SOFTBANK Entities (as appropriately adjusted for stock splits, reverse stock splits and stock dividends) in exchange for an aggregate consideration of (x) US$125,000 and (y) 16,667 shares of authorized but unissued shares of the Series E Preferred; provided, however, that (i) in accordance with Section 3.5(a)(ii) . In the event of the Original Loan Agreementexercise and closing of the transactions contemplated by the Mandatory Call, Holdings shall pay to each of the SOFTBANK Entities may elect, in their sole discretion, by written notice given to Holdings on or before December 1, 2003, to have the principal amount pro rata share of the Original Loan re-paid by reducing foregoing aggregate consideration based upon the total number of shares of SOFTBANK Common Stock held sold by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Original Loan Agreement); and (ii) in accordance with Section 3.5(a)(ii) of the Second Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, to have the principal amount of the Second Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Second Loan Agreement)such entity."

Mandatory Call. In the event that: (i) none of the options set forth in Sections 5.2 2 through 5.4 4 of this Agreement have been exercised on or before September 30, 2003; (ii) the Independent Committee no longer exists; and (iii) no independent directors sit on the Holdings Board and, after reasonable good faith efforts by the remaining members of the Holdings Board, no independent persons qualified to serve on the Holdings Board have been found or, if found, are not willing to sit on the Holdings Board, then the Holdings Board shall engage an independent investment banking, accounting or third party valuation firm to evaluate whether or not it is in the best interests of Holdings that it purchase the shares of SOFTBANK Common Stock held by the SOFTBANK EntitiesStock. In the event that such independent investment banking, accounting or third party valuation firm selected by the Holdings Board thereafter recommends to the Holdings Board that Holdings purchase the shares of SOFTBANK Common Stock held by the SOFTBANK EntitiesStock, then Holdings shall be obligated to purchase (the "“Mandatory Call"”) on or before December 31, 2003 (the "“Mandatory Call Period"”) 100 shares all of the SOFTBANK Common Stock held by the SOFTBANK Entities (as appropriately adjusted for stock splits, reverse stock splits and stock dividends) in exchange for an aggregate consideration of (x) US$125,000 and (y) 16,667 shares of authorized but unissued shares of the Series E Preferred; provided, however, that (i) in accordance with Section 3.5(a)(ii) . In the event of the Original Loan Agreementexercise and closing of the transactions contemplated by the Mandatory Call, Holdings shall pay to each of the SOFTBANK Entities may elect, in their sole discretion, by written notice given to Holdings on or before December 1, 2003, to have the principal amount pro rata share of the Original Loan re-paid by reducing foregoing aggregate consideration based upon the total number of shares of SOFTBANK Common Stock held sold by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Original Loan Agreement); and (ii) in accordance with Section 3.5(a)(ii) of the Second Loan Agreement, the SOFTBANK Entities may elect, in their sole discretion, to have the principal amount of the Second Loan re-paid by reducing the number of shares of Common Stock held by the SOFTBANK Entities that Holdings is required to reacquire pursuant to the Mandatory Call by twenty (20) shares (as adjusted pursuant to Sections 3.5(b) and (d) of the Second Loan Agreement)such entity."