Common use of Method of Repurchase Clause in Contracts

Method of Repurchase. If any Management Investor desires -------------------- to exercise his rights under Section 3.1, he shall give notice to the Company of such exercise within 30 days of his termination or resignation, as the case may be. If the Company desires to exercise its rights under Section 3.1, it shall give notice of such exercise to the applicable Management Investor within 30 days of such Management Investor's termination, resignation, disability or death, as the case may be. Any repurchase pursuant to Section 3.1 shall be consummated on a business day selected by the Company not less than 30 and not more than 60 days after the date of notice; provided, however, that if any -------- ------- Capital Stock becomes subject to repurchase pursuant to Section 3.1(d) as the result of the death of any Management Investor, such Shares may be repurchased within 90 days of the date the will of such Management Investor is admitted to probate or, in the event of intestacy, within 90 days of such death. On the repurchase date, the Management Investor selling Capital Stock (the "Seller") ------ shall deliver to the Company the certificate or certificates representing the Capital Stock owned by such Seller (and any option agreements evidencing any options constituting Capital Stock) on such date against delivery by the Company to such Seller of the repurchase price in cash. All certificates for Capital Stock to be repurchased shall be duly endorsed in favor of the Company by the Seller. If any Seller shall fail to deliver such duly endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Capital Stock subject to repurchase are bound by the provisions of this Section 3.2 and that such Capital Stock, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company.

Method of Repurchase. If any Management Investor desires -------------------- to exercise his rights under Section 3.1, he shall give notice to the Company of such exercise within 30 days of his termination or resignation, as the case may be. (a) If the Company desires elects to exercise its rights under Section 3.1, it shall give notice of such exercise right to the applicable require any Management Investor within 30 days of Stockholder and such Management InvestorStockholder's termination, resignation, disability or death, as the case may be. Any repurchase Permitted Transferees to sell Shares and surrender Options pursuant to Section 3.1 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be consummated repurchased and the Options subject to surrender and cancellation (collectively, the "Surrendered Options") shall be surrendered and cancelled on a business day selected by date (the Company not less than 30 and not more "Repurchase Date") no later than 60 days after the date of notice; provided, however, that if any -------- ------- Capital Stock becomes subject to repurchase pursuant to Section 3.1(d) as the result of the death of any Management Investor, such Shares may be repurchased within 90 days of the date the will of such Management Investor is admitted to probate or, in the event of intestacy, within 90 days of such deathRepurchase Notice. On the repurchase dateRepurchase Date, the Management Investor Stockholder and such Management Stockholder's Permitted Transferees selling Capital Stock such Surrendered Shares or delivering such Surrendered Options (collectively, the "SellerSellers") ------ shall deliver to the Company the certificate or certificates representing the Capital Stock Shares owned by such Seller (and any option agreements evidencing any options constituting Capital Stock) Sellers on such date and any documentation requested by the Company to evidence the surrender and cancellation of the Surrendered Options, against delivery by the Company to such Seller Sellers of the repurchase price Repurchase Price and the Option Cancellation Price in cash; provided, however, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price or the Option Cancellation Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its Affiliates is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Capital Stock to be repurchased Surrendered Shares shall be duly endorsed in favor of the Company by the Seller. Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the National Association of Securities Dealers, Inc. If any Seller shall fail to deliver such duly endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Capital Stock subject to repurchase Surrendered Shares are bound by the provisions of this Section 3.2 4.2 and that such Capital Stockthe Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company.

Method of Repurchase. If any Management Investor desires -------------------- to exercise his rights under Section 3.1, he shall give notice to the Company of such exercise within 30 days of his termination or resignation, as the case may be. If the Company desires to exercise its rights under Section 3.1, it shall give notice of such exercise to the applicable Management Investor within 30 days of such Management Investor's termination, resignation, disability or death, as the case may be. Any repurchase pursuant to Section 3.1 shall be consummated on a business day selected by the Company not less than 30 and not more than 60 days after the date of notice; provided, however, that if any -------- ------- Capital Stock becomes subject to repurchase pursuant to Section 3.1(d) as the result of the death of any Management Investor, such Shares may be repurchased within 90 days of the date the will of such Management Investor is admitted to probate or, in the event of intestacy, within 90 days of such death. On the repurchase date, the Management Investor selling Capital Stock (the "Seller") ------ shall deliver to the Company the certificate or certificates representing the Capital Stock owned by such Seller (and any option agreements evidencing any options constituting Capital Stock) on such date against delivery by the Company to such Seller of the repurchase price in cash. All certificates for Capital Stock to be repurchased shall be duly endorsed in favor of the Company by the Seller. If any Seller shall fail to deliver such duly endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Capital Stock subject to repurchase are bound by the provisions of this Section 3.2 and that such Capital Stock, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company.

Method of Repurchase. If any Management Investor desires -------------------- to exercise his rights under Section 3.1, he shall give notice to the Company of such exercise within 30 days of his termination or resignation, as the case may be. (a) If the Company desires elects to exercise its rights under Section 3.1, it shall give notice of such exercise right to the applicable require any Management Investor within 30 days of Stockholder and such Management InvestorStockholder's termination, resignation, disability or death, as the case may be. Any repurchase Permitted Transferees to sell Shares and surrender Options pursuant to Section 3.1 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be consummated repurchased and the Options subject to surrender and cancellation (collec tively, the "Surrendered Options") shall be surrendered and cancelled on a business day selected by date (the Company not less than 30 and not more "Repurchase Date") no later than 60 days after the date of notice; provided, however, that if any -------- ------- Capital Stock becomes subject to repurchase pursuant to Section 3.1(d) as the result of the death of any Management Investor, such Shares may be repurchased within 90 days of the date the will of such Management Investor is admitted to probate or, in the event of intestacy, within 90 days of such deathRepurchase Notice. On the repurchase dateRepurchase Date, the Management Investor Stockholder and such Management Stockholder's Permitted Transferees selling Capital Stock such Surrendered Shares or delivering such Surrendered Options (collectively, the "SellerSellers") ------ shall deliver to the Company the certificate or certificates representing the Capital Stock Shares owned by such Seller (and any option agreements evidencing any options constituting Capital Stock) Sellers on such date and any documentation requested by the Company to evidence the surrender and cancellation of the Surrendered Options, against delivery by the Company to such Seller Sellers of the repurchase price Repurchase Price and the Option Cancellation Price in cash; provided, however, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price or the Option Cancellation Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its affiliates is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Capital Stock to be repurchased Surrendered Shares shall be duly endorsed in favor of the Company by the Seller. Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the National Association of Securities Dealers, Inc. If any Seller shall fail to deliver such duly endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Capital Stock subject to repurchase Surrendered Shares are bound by the provisions of this Section 3.2 4.2 and that such Capital Stockthe Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company.