MD Priority Repurchase Right Sample Clauses

MD Priority Repurchase Right. Notwithstanding anything in Section 4.2 or Section 4.4 to the contrary, at any time that the Company has the right or the obligation to repurchase Shares pursuant to Section 4.2 or Section 4.4, the Company shall promptly, and in any event within five (5) Business Days of the event giving rise to such right or obligation, provide written notice (the “Repurchase Notice”) to MD of the facts giving rise to such right or obligation and the number of Shares subject thereto (the “Subject Shares”) and MD shall have the right, exercisable by MD notifying the Company in writing within thirty (30) days following receipt by MD of the Repurchase Notice (provided that in no event shall this 30-day period extend the applicable time periods in which the Subject Shares must be repurchased under Section 4.2, Section 4.3 or Section 4.4, as applicable), to acquire all or any portion of the Subject Shares on the same terms and conditions as the Company would, in the absence of such election by MD, have the right to purchase such Subject Shares pursuant to Section 4.2 or Section 4.4. In the event that MD elects to purchase any Subject Shares pursuant to this Section 4.9, (i) MD shall have the rights, and be subject to all of the obligations, of the Company under Section 4.2 or Section 4.4, as applicable, including but not limited to the applicable time periods, deadlines, notice requirements, and payment obligations set forth with respect to the Company thereunder, (ii) the Company’s right or obligation to acquire Subject Shares pursuant to Section 4.2 or Section 4.4 shall apply only to such Subject Shares (if any) that MD has not acquired, and (iii) the right of the Sponsor Stockholders (other than MD’s right pursuant to this Section 4.9) to purchase such Subject Shares under Section 4.3 shall apply only to such Subject Shares that neither MD nor the Company has elected to acquire. Notwithstanding the foregoing in this Section 4.9 above, if MD elects to repurchase the Subject Shares but fails to complete the repurchase transaction in accordance with the terms of this Agreement, then the Company shall have the obligation to promptly complete the repurchase transaction in accordance with Section 4.2 (to the extent the Company timely exercised its call right in accordance with the terms thereunder) or Section 4.4 (without regard to the expiration of any otherwise applicable period or deadline thereunder), as applicable, as if MD had never made a repurchase election under this Sec...