Common use of Pro Rata Repurchases Clause in Contracts

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 ("John▇▇▇") ▇▇▇ ▇▇▇ ▇▇mpa▇▇ (▇▇▇ "Johnson Stockholder's A▇▇▇▇▇▇▇t"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to ▇▇▇ ▇▇de-by-Side Equity (as defined in the Johnson Stockholder's A▇▇▇▇▇▇▇t) 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 ▇▇▇▇▇▇ ▇▇s been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on th▇ ▇▇▇▇▇ of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect t▇ ▇▇▇▇▇on's Promote Equit▇ (▇▇ ▇▇▇ined in the Johnson Stockholder's A▇▇▇▇▇▇▇t)), 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 ▇▇▇ ▇▇▇ 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 A▇▇▇▇▇▇▇t and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side ▇▇▇▇▇▇ ▇▇ the Company pursuant to the Johnson Stockholder's A▇▇▇▇▇▇▇t shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

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, 1997 between David J. Johnson ("JohnJ▇▇▇▇▇▇") ▇▇▇ ▇▇▇ Co▇▇mpa▇▇▇ (▇▇▇ the "Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇tment"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to ▇▇▇ ▇▇de▇ Side-by-Side Equity (as defined in the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇tment) 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 Si▇▇ ▇▇▇▇▇▇ ▇▇s has been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on th▇▇▇ ▇▇▇▇▇ sis of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect trespec▇ ▇▇ ▇▇hnson's Promote Eq▇▇▇▇ (▇▇ defined in the Johnson Stockholder'▇ ▇▇▇▇▇on's Promote Equit▇ (▇▇ ▇▇▇ined in the Johnson Stockholder's A▇▇▇▇▇▇▇tment)), 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 Section 5(b) and 6(g6(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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser ▇Purchas▇▇ ▇▇▇ the Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇t ment and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side Si▇▇ ▇▇▇▇▇▇ ▇▇ by the Company pursuant to the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇t ment shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

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 ("John▇▇▇") ▇▇▇ ▇▇▇ ▇▇mpa▇▇ (▇▇▇ "Johnson Stockholder's A▇▇▇▇▇▇▇t"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to ▇▇▇ ▇▇de-by-Side Equity (as defined in the Johnson Stockholder's A▇▇▇▇▇▇▇t) 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 ▇▇▇▇▇▇ ▇▇s been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on th▇ ▇▇▇▇▇ of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect t▇ ▇▇▇▇▇on's Promote Equit▇ (▇▇ ▇▇▇ined in the Johnson Stockholder's A▇▇▇▇▇▇▇t)), 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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser ▇▇▇ ▇▇▇ Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's A▇▇▇▇▇▇▇t and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side ▇▇▇▇▇▇ ▇▇ the Company pursuant to the Johnson Stockholder's A▇▇▇▇▇▇▇t shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

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 ("JohnJoh▇▇▇▇") ▇▇▇ ▇▇▇ ▇omp▇mpa▇▇ (▇▇▇ e "Johnson Stockholder's A▇▇▇▇▇▇▇tnt"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to t▇ ▇▇▇ ▇▇deide-by-Side Equity (as defined in the Johnson Stockholder's A▇▇▇▇▇▇▇tnt) 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 ▇▇▇▇▇▇ ▇▇s as been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on tht▇▇ ▇▇▇▇▇ s of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect t▇▇ ▇▇▇▇▇onson's Promote EquitEqui▇▇ (▇▇ ▇▇▇ined fined in the Johnson Stockholder's A▇▇▇▇▇▇▇tnt)), 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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser ▇▇▇ ▇▇▇ e Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's A▇▇▇▇▇▇▇t nt and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side ▇▇▇▇▇▇ ▇▇ y the Company pursuant to the Johnson Stockholder's A▇▇▇▇▇▇▇t nt shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.

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, 1997 between David J. Johnson ("John▇▇▇▇▇▇▇") ▇▇▇ ▇▇▇ ▇▇mpa▇▇ (▇▇▇ "Johnson Stockholder's Ae C▇▇▇▇▇▇ (the "Johnson Stockholder'▇ ▇▇t▇▇ement"), would result in a Blocking Event, then the Company shall (i) first make purchases from, and payments to, Johnson with respect to ▇respec▇ ▇▇ ▇▇des Side-by-Side Equity (as defined in the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇tement) 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 S▇▇▇ ▇▇▇▇▇▇ ▇▇s y has been purchased and paid for, make purchases from, and payments to, the Purchaser, the Other Purchasers and Johnson pro rata (on tho▇ ▇▇▇ ▇▇▇ asis of the proportion of the number of shares of Stock and the number of Options which Johnson (with respect trespe▇▇ ▇▇ ▇ohnson's Promote E▇▇▇▇▇ (▇▇ defined in the Johnson Stockholder'▇ ▇▇▇▇▇on's Promote Equit▇ (▇▇ ▇▇▇ined in the Johnson Stockholder's A▇▇▇▇▇▇▇tement)), 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 1011. Until all of such Stock and Options are purchased and paid for by the Company, Johnson, the Purchaser Purcha▇▇▇ ▇▇▇ the Other Purchasers whose Stock and Options are not purchased in accordance with this Section 10 11 shall have priority, on the basis set forth in this Section 1011, over other purchases of Common Stock and Options by the Company pursuant to this Agreement, the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇t ement and the Other Purchasers' Agreements, except that any purchase of Johnson's Side-by-Side S▇▇▇ ▇▇▇▇▇▇ ▇▇ y by the Company pursuant to the Johnson Stockholder's A'▇ ▇▇▇▇▇▇▇t ement shall have a priority over all other purchases of Stock or Options to be made by the Company under this Agreement or the Other Purchasers' Agreements.