Pro Rata Repurchases. If at any time after the date of issuance of this Warrant, the Company or any subsidiary thereof shall make a Pro Rata Repurchase, then the number of shares of Common Stock to be delivered to such Warrantholder upon exercise of this Warrant shall be increased so that the Warrantholder thereafter shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares of Common Stock such Warrantholder would have been entitled to receive immediately before such Pro Rata Repurchase by a fraction (which in no event shall be less than one) the denominator of which shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Current Market Price of the Common Stock as of the day immediately preceding the first public announcement by the Company of the intent to effect such Pro Rata Repurchase minus (ii) the aggregate purchase price of the Pro Rata Repurchase (provided that such denominator shall never be less than $.01), and the numerator of which shall be the product of (i) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase minus the number of shares of Common Stock repurchased in such Pro Rata Repurchase and (ii) the Current Market Price of the Common Stock as of the day immediately preceding the first public announcement by the Company of the intent to effect such Pro Rata Repurchase.
Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Section 5(d) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' Agreements.
Pro Rata Repurchases. In case the Company or any subsidiary thereof shall, make a Pro Rata Repurchase, the Warrant Price shall be adjusted by dividing the Warrant Price in effect immediately prior to such action by a fraction (which in no event shall be less than one), the numerator of which shall be the product of (A) the number of Common Shares outstanding immediately before such Pro Rata Repurchase minus the number of Common Shares repurchased in such Pro Rata Repurchase and (B) the Market Price as of the day immediately preceding the first public announcement by the Company of the intent to effect such Pro Rata Repurchase, and the denominator of which shall be (A) the product of (x) the number of Common Shares outstanding immediately before such Pro Rata Repurchase and (y) the Market Price as of the day immediately preceding the first public announcement by the Company of the intent to effect such Pro Rata Repurchase minus (B) the aggregate purchase price of the Pro Rata Repurchase.
Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement, the Other Purchasers' Agreements and/or the stockholder's agreement dated as of February 14, 1997, as amended or restated from time to time, between David J. Johnson ("Johnxxx") xxx xxx Xxmpaxx (xxx "Johnson Stockholder's Axxxxxxxt"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to xxx Xxde-by-Side Equity (as defined in the Johnson Stockholder's Axxxxxxxt) for the maximum number of shares of Side-by-Side Equity without resulting in a Blocking Event and (ii) after all of Johnson's Side-by-Side Xxxxxx xxs been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on thx xxxxx of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect tx Xxxxxon's Promote Equitx (xx xxxined in the Johnson Stockholder's Axxxxxxxt)), the Purchaser and all Other Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in a Blocking Event. The maximum number of shares of Stock and the maximum number of Options permitted to be purchased or paid for by the Company at any time without resulting in a Blocking Event shall be referred to herein as the "Maximum Repurchase Amount". The provisions of Sections 5(b) and 6(g) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 10. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser xxx xxx Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 shall have priority, on the basis set forth in this Section 10, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's Axxxxxxxt and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Xxxxxx xx the Company pursuant to the Johnson Stockholder's Axxxxxxxt shall have a priority over all other purchases of Stock or Options to be made by the Company under this Ag...
Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5 or 6, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Purchasers' Agreements would result in a Blocking Event, then the Company shall make purchases from, and payments to, the Purchaser and the Other Purchasers (on the basis of the proportion of the number of shares of Stock and the number of Options each such Purchaser and all Other Purchasers have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in a Blocking Event. The maximum number of shares of Stock and the maximum number of Options permitted to be purchased or paid for by the Company at any time without resulting in a Blocking Event shall be referred to herein as the "Maximum Repurchase Amount". The provisions of Section 5(b) and 6(f) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Purchaser and the Other Purchasers whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on the basis set forth in this Section 11, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and the Other Purchasers' Agreements.
Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 and 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Purchasers' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Purchaser and Other Purchasers pro rata (on the basis of the proportion of the aggregate number of shares of Common Stock each such Purchaser and all Other Purchasers have elected or are required to sell to the Company, including the number of shares of Common Stock that could be acquired by each upon exercise of then exercisable outstanding options to purchase Common Stock) for the maximum number of shares of Common Stock permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Sections 5(b) and 6(b) shall apply in their entirety to payments and repurchases with respect to options and shares of Common Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 13. Until all of such Common Stock and options are purchased and paid for by the Company, the Purchaser and the Other Purchasers whose Common Stock and options are not purchased in accordance with this Section 13 shall have priority, on a pro rata basis, over other purchases of Common Stock and payment for options by the Company pursuant to this Agreement and the Other Purchasers' Agreements.
Pro Rata Repurchases. (A) If the Company or any of its Subsidiaries makes a payment in respect of a Pro Rata Repurchase (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the end of the Pro Rata Repurchase Valuation Period (as defined below) in good faith by the Board of Directors) of the cash and any other consideration paid per Common Share in such Pro Rata Repurchase exceeds the average of the Last Reported Sale Prices per Common Share over the five (5) consecutive Trading Day period (the “Pro Rata Repurchase Valuation Period”) commencing on (and including) the Expiration Date, then the Conversion Price will be decreased based on the following formula: where: CP0 = the Conversion Price in effect immediately prior to the Close of Business on the last Trading Day of the Pro Rata Repurchase Valuation Period; CP’ = the Conversion Price in effect immediately after the Close of Business on the last Trading Day of the Pro Rata Repurchase Valuation Period; SP’ = the average of the Last Reported Sale Prices of the Common Shares over the Pro Rata Repurchase Valuation Period; OS0 = the number of Common Shares outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase of any Common Shares purchased or exchanged in the Pro Rata Repurchase); AC = the aggregate value of all cash and other consideration (determined as of the Close of Business on the Expiration Date in good faith by the Board of Directors) paid or payable for Common Shares purchased or exchanged in such Pro Rata Repurchase; and OS’ = the number of Common Shares outstanding immediately after the Expiration Date (after giving effect to the purchase of all Common Shares purchased or exchanged pursuant to such Pro Rata Repurchase). Any increase to the Conversion Price pursuant to clause (2)(A) will be calculated as of the Close of Business on the last Trading Day of the Pro Rata Repurchase Valuation Period but will be given effect immediately after the Close of Business on the Expiration Date, with retroactive effect. If the Conversion Date for any Convertible Preferred Share to be converted occurs during the Pro Rata Repurchase Valuation Period, then, in determining the Conversion Price, the reference to five (5) consecutive Trading Days in the definition of “Pro Rata Repurchase Valuation Period” for purposes of this clause (2) shall be deemed replaced with such lesser number of consecutive Trading Days as...
Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and other Participants' agreements governing their ownership of any shares of Common Stock would result in a Default Event, then the Company shall make purchases from, and payments to, the Participant and other Participants pro rata (on the basis of the proportion of the number of shares of Common Stock each such Participant and all other Participants have elected or are required to sell to the Company) for the maximum number of shares of Common Stock permitted without resulting in a Default Event (the "Maximum Repurchase Amount"). The provisions of Section 6(b) and 7(c) shall apply in their entirety to payments and repurchases with respect to shares of Restricted Stock, which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 12. Until all of such Common Stock is purchased and paid for by the Company, the Participant and the other Participants whose Common Stock are not purchased in accordance with this Section 12 shall have priority, on a pro rata basis, over other purchases of Common Shares by the Company pursuant to this Agreement and other Participants' Agreements.
Pro Rata Repurchases. (a) In the event the Board is requiring the repurchase of shares of Company Securities directly or indirectly from each member of the Sponsor Group for cash (a “Repurchase”), subject to the requirements of clause (b) below, then the Company may require each member of each Management Stockholder Group to sell, transfer and deliver to the Company, free and clear of all liens, such number of shares of Stock as is approved by the Board, at the same price per share of Stock that is mutually agreed by the Company and the Sponsor Group, in each case as specified in a written notice by the Company to each Management Stockholder (a “Repurchase Notice”). The closing of the Repurchase will occur at the time and place specified in the Repurchase Notice, but in no event earlier than 5 Business Days following the delivery of the Repurchase Notice.
Pro Rata Repurchases. In case the Company or any subsidiary thereof shall make a Pro Rata Repurchase, the Warrant Price shall (upon the consummation of such repurchase) be adjusted by dividing the Warrant Price in effect immediately prior to such action by a fraction (which in no event shall be less than one), the numerator of which shall be the product of (A) the number of Common Shares outstanding immediately before such Pro Rata Repurchase minus the number of Common Shares repurchased in such Pro Rata Repurchase and (B) the Market Price as of the day immediately preceding the first public announcement by the Company of the intent to effect such Pro Rata Repurchase, and the denominator of which shall be (A) the product of (x) the number of Common Shares outstanding immediately before such Pro Rata Repurchase and (y) the Market Price as of the day
