Common use of Put Rights Clause in Contracts

Put Rights. (a) Upon Termination of Employment of a Management Stockholder (other than by the Company for Cause or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option Shares. (b) Notwithstanding anything to the contrary in this Section 8, in the event a Management Stockholder exercises the Investor Put Right following Termination of Employment by such Management Stockholder due to Retirement and, thereafter, commences employment (or other service relationship) with any Person (as defined below) within the two-year period immediately following such Termination of Employment, (a) the Management Stockholder shall pay the Company an amount equal to any excess of the Investor Put Repurchase Price paid upon exercise of the Investor Put Right over the Fair Market Value, as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different), of the Subscribed Shares and/or Rollover Shares sold in connection with the exercise of the Investor Put Right and (b) to the maximum extent permitted by applicable law, the Company shall be entitled to offset such payment against any other payments to which the Management Stockholder is entitled from the Company or any of its affiliates. Each Management Stockholder who exercises the Investor Put Right following Termination of Employment by such Management Stockholder due to Retirement shall notify the Company as soon as practicable following his or her employment by any other Person within the two-year period immediately following such Termination of Employment. (c) Upon Termination of Employment of a Management Stockholder due to death or Disability following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the 365-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder), all or a portion of the Restricted Shares held by such Management Stockholder (such repurchase, the “Disability Put Right” and each of the Investor Put Right and the Disability Put Right, a “Put Right”); provided that such Management Stockholder cannot exercise the Disability Put Right at anytime before the later of (A) the six month anniversary of the Closing Date and (B) the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder. The repurchase price payable by the Company to repurchase Restricted Shares upon exercise of the Disability Put Right (“Disability Put Repurchase Price”) shall be the Fair Market Value of such shares as of the repurchase date. Each Management Stockholder shall only be entitled to exercise the Disability Put Right once and exercise of the Disability Put Right shall be by written notice (“Disability Put Notice” and, any Investor Put Notice or Disability Put Notice, a “Put Notice”) to the Company on or prior to the last date on which the Disability Put Right may be exercised by such Management Stockholder. (d) Subject to Section 8(f), the repurchase of Restricted Shares pursuant to the exercise of a Investor Put Right or the Disability Put Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the applicable Put Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the applicable Management Stockholder shall transfer the applicable Restricted Shares subject to the applicable Put Notice to the Company, free and clear of all liens and encumbrances, by delivering to the Company the certificates representing such shares, if any, duly endorsed for transfer to the Company or accompanied by a stock power duly executed in blank, and the Company shall pay to such Management Stockholder the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicable, in cash. Such Management Stockholder shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 8. (e) Subject to compliance with Section 1(d), each Permitted Transferee shall be bound by the terms and conditions of this Section 8 as if such Permitted Transferee was a Management Stockholder. (f) Notwithstanding anything to the contrary herein, (i) The Company shall not be permitted to purchase any Restricted Shares held by any Management Stockholder upon exercise by such Management Stockholder of a Put Right if the Board determines that (A) the Company is prohibited from purchasing the Subscribed Shares and/or Rollover Shares by applicable law restricting the purchase by a corporation of its own shares; (B) the purchase of the Subscribed Shares and/or Rollover Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of the Financing Documents or the Company is not able to obtain the requisite consent of any of its lenders to the purchase of the Subscribed and/or Rollover Shares or (C) with respect solely to repurchase pursuant to the Disability Put Right of (x) Option Shares or (y) Restricted Shares (other than Option Shares) after the two-year period immediately following the Closing Date, the purchase of the Restricted Shares would render the Company or its subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries. The events described in (A) and (B) above each constitute a “Put Repurchase Disability” with respect to the Investor Put Right and the events described in (A) through (C) above each constitute a “Put Repurchase Disability” with respect to an applicable Disability Put Right. (ii) In the event of a Put Repurchase Disability, the Company shall notify in writing the Management Stockholder who exercised the applicable Put Right (a “Put Disability Notice”). The Put Disability Notice shall specify the nature of the Put Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the applicable Put Notice as soon as reasonably practicable after all Put Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Put Repurchase Disabilities continue to exist); provided that, to the extent the repurchases of Restricted Shares subject to a Call Notice and a Put Notice are both delayed pursuant to a Call Repurchase Disability and a Put Repurchase Disability, respectively, and such Call Repurchase Disability and Put Repurchase Disability both cease prior to repurchase of any Restricted Shares subject to such Call Notice or Put Notice, the Company shall first repurchase Restricted Shares subject to the Put Notice and, thereafter, repurchase Restricted Shares subject to the Call Notice, in each case, to the extent such repurchases do not trigger a Put Repurchase Disability or Call Repurchase Disability, as applicable. In the event the Company suspends its obligations to repurchase Restricted Shares pursuant to a Put Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder as soon as practicable after all Put Repurchase Disabilities cease to exist (the “Put Reinstatement Notice”); and (B) the Fair Market Value of the Restricted Shares subject to the applicable Put Notice shall be determined as of the date of repurchase following the date the Put Reinstatement Notice is delivered to the Management Stockholder, which Fair Market Value shall be used to determine the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicable, in the manner described above. (g) For the purposes of this Section 8:

Put Rights. (a) Upon Termination of Employment of At any time that a Management Stockholder Put Event then exists, each REIT Party shall have the right (other than a “Put Right”) exercised by notice to ABP (the Company for Cause or due “Put Notice”) to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated require ABP to purchase from such Management StockholderREIT Party (the “Electing Put Party”), during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary such number of the Closing Date Company Shares owned by such REIT Party as is necessary to cause the Company Shares owned by such REIT Party to not exceed the Company Shares that such REIT Party may own pursuant to the limit in Section 4.04(b) (or, if latersuch number of Company Shares to be purchased, the six month anniversary “Put Shares”). The purchase price per Put Share shall initially be the Base Price (the “Put Price”). (b) Upon receipt of the latest date of sale Put Notice, ABP shall within three (3) Business Days purchase all of the Subscribed Put Shares or potential issuance at the Put Price, subject to the remaining provisions of Rollover this Section 3.07. (c) Without limiting the obligation of ABP to purchase the Put Shares pursuant to Section 3.07(b), the Electing Put Party shall have ten (10) Business Days following the delivery of the Put Notice (the “Put Exercise Period”), to elect, by delivering notice to ABP, that ABP provide the Electing Put Party with a valuation of the Put Shares (i.e., the last day of the exercise period of without any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Optionsreduction for minority interests) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal the Put Notice from a Third Party Valuation Firm (a “Put Alternative Value”), together with reasonable supporting information, within thirty (30) days after the end of the Put Exercise Period (such notice, a “Put Alternative Value Notice”). (d) If ABP provides a Put Alternative Value Notice during the Put Exercise Period, the following provisions will apply: (i) The Put Alternative Value Notice shall specify the Third Party Valuation Firm (the “Alternative Put Valuation Firm”) selected by ABP to or provide the Put Alternative Value, which Alternative Put Valuation Firm shall be required to deliver to the Electing Put Party and ABP within thirty (30) days after the end of the Put Exercise Period its determination of the Put Alternative Value, together with reasonable supporting information. The Company and ABP shall provide the Alternative ABP Valuation Firm such additional information related to the Put Shares, the Company and ABP as the Alternative Put Valuation Firm may reasonably request in connection with its determination. ABP shall bear the costs of the Alternative Put Valuation Firm. (ii) If the Put Alternative Value is less than 150% the Base Price or not more than one hundred and ten percent (110%) of the aggregate Fair Market Put Price, then the purchase price for the Put Shares shall the Put Price. (iii) If the Put Alternative Value is greater than one hundred and ten percent (110%) of all such Subscribed the Put Price, then ABP and the Electing Put Party shall jointly appoint a Joint Valuation Firm to determine the value of the Put Shares, which shall be instructed to provide the Electing Put Party and ABP with its determination of the value of the Put Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder (without any reduction for minority interests) as of the Closing Date date of the Put Notice (orthe “Determined Put Price”), together with reasonable supporting information, within thirty (30) days of its appointment. The Joint Valuation Firm shall be provided with the prior valuation of the Put Shares obtained by ABP, but shall not be obligated to base its determination on such valuation. The Company and ABP shall also provide the Joint Valuation Firm such additional information related to the Put Shares, the Company and ABP as the Joint Valuation Firm may reasonably request in connection with its determination. The cost of the Joint Valuation Firm will be borne fifty percent (50%) by the Electing Put Party and fifty percent (50%) by ABP or as they may otherwise agree. The Joint Valuation Firm shall act as an expert and not an arbitrator and the decision of the Joint Valuation Firm as to the Determined Put Price, absent manifest error, shall be final and non-appealable. Upon delivery of the Determined Put Price, the purchase price for the Put Shares shall be adjusted to the Determined Put Price, but shall in no event be lower than the Put Price. (e) If the final purchase price determined for the Put Shares pursuant to this Section 3.07 (the “Final Price”) is greater than the Put Price, ABP shall promptly, and in any event within ten (10) Business Days, pay to the Electing Put Party the difference between the Put Price and the Final Price by wire transfer of immediately available funds. (f) At the closing of the purchase and sale of the Put Shares pursuant to this Section 3.07, ABP shall deliver to the Electing Put Party the purchase price for the Put Shares as determined pursuant to this Section 3.07 by wire transfer of immediately available funds and the Electing Put Party shall deliver to ABP the certificate(s) representing the Put Shares, if any, (or an affidavit of loss with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholdercertificates) accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if differentnecessary. (g) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) rights of the REIT Parties under this Section 3.07 are in connection with Termination addition to any other rights or remedies of Employment the REIT Parties at equity or under Applicable Law as a result of the occurrence of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option SharesPut Event. (bh) Notwithstanding anything ABP may assign its right (but not its obligation) to purchase the contrary in this Section 8Put Shares, in the event a Management Stockholder exercises the Investor Put Right following Termination of Employment by such Management Stockholder due whole or in part, to Retirement and, thereafter, commences employment (or other service relationship) with any Person (as defined below) within the two-year period immediately following such Termination of Employment, (a) the Management Stockholder shall pay the Company an amount equal to any excess of the Investor Put Repurchase Price paid upon exercise of the Investor Put Right over the Fair Market Value, as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different), of the Subscribed Shares and/or Rollover Shares sold in connection with the exercise of the Investor Put Right and (b) to the maximum extent permitted by applicable law, the Company shall be entitled to offset such payment against any other payments to which the Management Stockholder is entitled from the Company or any of its affiliates. Each Management Stockholder who exercises the Investor Put Right following Termination of Employment by such Management Stockholder due to Retirement shall notify the Company as soon as practicable following his or her employment by any other Person within the two-year period immediately following such Termination of Employment. (c) Upon Termination of Employment of a Management Stockholder due to death or Disability following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the 365-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder), all or a portion of the Restricted Shares held by such Management Stockholder (such repurchase, the “Disability Put Right” and each of the Investor Put Right and the Disability Put Right, a “Put Right”); provided that such Management Stockholder cannot exercise the Disability Put Right at anytime before the later of (A) the six month anniversary of the Closing Date and (B) the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder. The repurchase price payable by the Company to repurchase Restricted Shares upon exercise of the Disability Put Right (“Disability Put Repurchase Price”) shall be the Fair Market Value of such shares as of the repurchase date. Each Management Stockholder shall only be entitled to exercise the Disability Put Right once and exercise of the Disability Put Right shall be by written notice (“Disability Put Notice” and, any Investor Put Notice or Disability Put Notice, a “Put Notice”) to the Company on or prior to the last date on which the Disability Put Right may be exercised by such Management Stockholder. (d) Subject to Section 8(f), the repurchase of Restricted Shares pursuant to the exercise of a Investor Put Right or the Disability Put Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the applicable Put Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the applicable Management Stockholder shall transfer the applicable Restricted Shares subject to the applicable Put Notice to the Company, free and clear of all liens and encumbrances, by delivering to the Company the certificates representing such shares, if any, duly endorsed for transfer to the Company or accompanied by a stock power duly executed in blank, and the Company shall pay to such Management Stockholder the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicable, in cash. Such Management Stockholder shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 8. (e) Subject to compliance with Section 1(d), each Permitted Transferee shall be bound by the terms and conditions of this Section 8 as if such Permitted Transferee was a Management Stockholder. (f) Notwithstanding anything to the contrary herein, (i) The Company shall not be permitted to purchase any Restricted Shares held by any Management Stockholder upon exercise by such Management Stockholder of a Put Right if the Board determines that (A) the Company is prohibited from purchasing the Subscribed Shares and/or Rollover Shares by applicable law restricting the purchase by a corporation of its own shares; (B) the purchase of the Subscribed Shares and/or Rollover Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of the Financing Documents or the Company is not able to obtain the requisite consent of any of its lenders to the purchase of the Subscribed and/or Rollover Shares or (C) with respect solely to repurchase pursuant to the Disability Put Right of (x) Option Shares or (y) Restricted Shares (other than Option Shares) after the two-year period immediately following the Closing Date, the purchase of the Restricted Shares would render the Company or its subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries. The events described in (A) and (B) above each constitute a “Put Repurchase Disability” with respect to the Investor Put Right and the events described in (A) through (C) above each constitute a “Put Repurchase Disability” with respect to an applicable Disability Put Right. (ii) In the event of a Put Repurchase Disability, the Company shall notify in writing the Management Stockholder who exercised the applicable Put Right (a “Put Disability Notice”). The Put Disability Notice shall specify the nature of the Put Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the applicable Put Notice as soon as reasonably practicable after all Put Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Put Repurchase Disabilities continue to exist); provided that, to the extent the repurchases of Restricted Shares subject to a Call Notice and a Put Notice are both delayed pursuant to a Call Repurchase Disability and a Put Repurchase Disability, respectively, and such Call Repurchase Disability and Put Repurchase Disability both cease prior to repurchase of any Restricted Shares subject to such Call Notice or Put Notice, the Company shall first repurchase Restricted Shares subject to the Put Notice and, thereafter, repurchase Restricted Shares subject to the Call Notice, in each case, to the extent such repurchases do not trigger a Put Repurchase Disability or Call Repurchase Disability, as applicable. In the event the Company suspends its obligations to repurchase Restricted Shares pursuant to a Put Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder as soon as practicable after all Put Repurchase Disabilities cease to exist (the “Put Reinstatement Notice”); and (B) the Fair Market Value of the Restricted Shares subject to the applicable Put Notice shall be determined as of the date of repurchase following the date the Put Reinstatement Notice is delivered to the Management Stockholder, which Fair Market Value shall be used to determine the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicable, in the manner described above. (g) For the purposes of this Section 8:ARTICLE IV

Put Rights. (a) Upon Termination At any time on or after October 8, 2003, until the earlier of Employment the completion of a Management Stockholder Qualified Public Offering or the Warrant Expiration Date, any Warrant Holder (other than "Exercising Warrant Holder") may, by written notice of such intent to the Company for Cause or due to death or Disability) within (the two-year period immediately following the Closing Date"Put Notice"), such Management Stockholder shall be entitled to sell, and require the Company shall be obligated to purchase from such Management Stockholder, during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary all of the Closing Date (or, if later, Exercising Warrant Holder's Warrants and Warrant Shares at the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value Put Price determined as of the date of repurchase equal to or the Put Notice. The Put Notice shall set forth a date (which shall be not less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date sixty (or60) days, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if differentnor more than ninety (90) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option Shares. (b) Notwithstanding anything to the contrary in this Section 8, in the event a Management Stockholder exercises the Investor Put Right following Termination of Employment by such Management Stockholder due to Retirement and, thereafter, commences employment (or other service relationship) with any Person (as defined below) within the two-year period immediately following such Termination of Employment, (a) the Management Stockholder shall pay the Company an amount equal to any excess of the Investor Put Repurchase Price paid upon exercise of the Investor Put Right over the Fair Market Value, as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different), of the Subscribed Shares and/or Rollover Shares sold in connection with the exercise of the Investor Put Right and (b) to the maximum extent permitted by applicable law, the Company shall be entitled to offset such payment against any other payments to which the Management Stockholder is entitled from the Company or any of its affiliates. Each Management Stockholder who exercises the Investor Put Right following Termination of Employment by such Management Stockholder due to Retirement shall notify the Company as soon as practicable following his or her employment by any other Person within the two-year period immediately following such Termination of Employment. (c) Upon Termination of Employment of a Management Stockholder due to death or Disability following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the 365-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder), all or a portion of the Restricted Shares held by such Management Stockholder (such repurchase, the “Disability Put Right” and each of the Investor Put Right and the Disability Put Right, a “Put Right”); provided that such Management Stockholder cannot exercise the Disability Put Right at anytime before the later of (A) the six month anniversary of the Closing Date and (B) the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares or Vested Shares (i.e., the last day of the exercise period of any Rollover Options or Vested Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option or Vested Option is exercised and no shares remain subject to any Rollover Options or Vested Options) to such Management Stockholder. The repurchase price payable by the Company to repurchase Restricted Shares upon exercise of the Disability Put Right (“Disability Put Repurchase Price”) shall be the Fair Market Value of such shares as of the repurchase date. Each Management Stockholder shall only be entitled to exercise the Disability Put Right once and exercise of the Disability Put Right shall be by written notice (“Disability Put Notice” and, any Investor Put Notice or Disability Put Notice, a “Put Notice”) to the Company on or prior to the last date on which the Disability Put Right may be exercised by such Management Stockholder. (d) Subject to Section 8(f), the repurchase of Restricted Shares pursuant to the exercise of a Investor Put Right or the Disability Put Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following days after the date of the applicable Put Notice or and which shall be a Business Day) (the 10th day following "Put Closing Date") for the receipt purchase and sale of the Exercising Warrant Holders Warrants and Warrant Shares. On the Put Closing Date, the Exercising Warrant Holder shall deliver the certificates evidencing the Warrants and Warrant Shares held by the Company of all necessary governmental approvals. On such date, the applicable Management Stockholder shall transfer the applicable Restricted Shares subject Exercising Warrant Holder to the applicable Put Notice to the CompanyCompany duly endorsed, free and clear of all liens and encumbrancesLiens (other than any arising under this Agreement, by delivering to the Company the certificates representing such shares, if any, duly endorsed for transfer to the Company Shareholders Agreement or accompanied by a stock power duly executed in blankunder applicable Securities Laws), and the Company shall pay to such Management Stockholder the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicableExercising Warrant Holder, in cash. Such Management Stockholder shall use all commercially reasonable efforts to assist , an amount equal the Company in order to expedite all proceedings described in this Section 8. (e) Subject to compliance with Section 1(d), each Permitted Transferee shall be bound by the terms and conditions sum of this Section 8 as if such Permitted Transferee was a Management Stockholder. (f) Notwithstanding anything to the contrary herein, (i) The Company shall not be permitted to purchase any Restricted the Put Price multiplied by the number of Warrant Shares held by any Management Stockholder upon exercise by such Management Stockholder of a Put Right if the Board determines that Exercising Warrant Holder, plus (ii) (A) the Company is prohibited from purchasing Put Price multiplied by the Subscribed number of Warrant Shares and/or Rollover Shares which would be purchased upon an exercise of all unexercised Warrants held by applicable law restricting the purchase by a corporation of its own shares; Exercising Warrant Holder, less (B) the purchase of the Subscribed Shares and/or Rollover Shares aggregate Warrant Exercise Price which would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of the Financing Documents or the Company is not able be required to obtain the requisite consent of any of its lenders to the purchase of the Subscribed and/or Rollover Shares or (C) with respect solely to repurchase pursuant to the Disability Put Right of (x) Option Shares or (y) Restricted Shares (other than Option Shares) after the two-year period immediately following the Closing Date, the purchase of the Restricted Shares would render the Company or its subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays be paid by the Company, including, without limitation, any proposed acquisition of any other entity Exercising Warrant Holder to exercise all unexercised Warrants held by the Exercising Warrant Holder. The amount payable by the Company or any of its subsidiaries. The events described in (A) and (B) above each constitute a “Put Repurchase Disability” with respect to the Investor Put Right and the events described in (A) through (C) above each constitute a “Put Repurchase Disability” with respect to an applicable Disability Put Right. (ii) In the event of a Put Repurchase Disability, the Company shall notify in writing the Management Stockholder who exercised the applicable Put Right (a “Put Disability Notice”). The Put Disability Notice shall specify the nature Exercising Warrant Holder upon exercise of the Put Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the applicable Put Notice as soon as reasonably practicable after all Put Repurchase Disabilities cease to exist (be paid by certified or the Company may electcashier's check, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Put Repurchase Disabilities continue to exist); provided that, to the extent the repurchases of Restricted Shares subject to a Call Notice and a Put Notice are both delayed pursuant to a Call Repurchase Disability and a Put Repurchase Disability, respectively, and such Call Repurchase Disability and Put Repurchase Disability both cease prior to repurchase of any Restricted Shares subject to such Call Notice by wire transfer or Put Notice, the Company shall first repurchase Restricted Shares subject to the Put Notice and, thereafter, repurchase Restricted Shares subject to the Call Notice, in each case, to the extent such repurchases do not trigger a Put Repurchase Disability or Call Repurchase Disability, as applicableother immediately available funds. In the event the Company suspends its obligations Put Notice is delivered prior to repurchase Restricted the Warrant Expiration Date, the Put shall remain enforceable notwithstanding that the Warrant Expiration Date may occur prior to the Put Closing Date. The failure of the Exercising Warrant Holder to deliver the certificates evidencing the Warrants and/or Warrant Shares pursuant held by the Exercising Warrant Holder to a Put Repurchase Disability, (A) the Company shall provide written notice not limit or impair the right of Exercising Warrant Holder to each applicable Management Stockholder as soon as practicable after all Put Repurchase Disabilities cease receive the consideration to exist (be paid to the “Put Reinstatement Notice”); and (B) the Fair Market Value Exercising Warrant Holder upon exercise of the Restricted Shares subject Put. However, the Company may withhold payment of such consideration pending receipt from the Exercising Warrant Holder of such certificates or evidence that such certificates have been mutilated, lost, stolen or destroyed as contemplated by Section 9.9 hereof. Pending delivery of such certificate(s) (or other evidence), the consideration to be paid to the applicable Put Notice Exercising Warrant Holder shall be determined as held in trust by the Company for the Exercising Warrant Holder and shall be set aside in a separate account for the benefit of the date Exercising Warrant Holder, segregated from the other assets of repurchase following the date the Put Reinstatement Notice is delivered to the Management Stockholder, which Fair Market Value shall be used to determine the Investor Put Repurchase Price or Disability Put Repurchase Price, as applicable, in the manner described aboveCompany. (gb) For If the purposes Company is unable to purchase all Warrants and Warrant Shares of this Section 8:the -49- 56 Exercising Warrant Holder on the Put Closing Date due to state law restrictions, the Company shall purchase all Warrants and Warrant Shares which it is then permitted to purchase without violating such state law restrictions (on a pro rata basis from each Exercising Warrant Holder), and the Company shall purchase the remaining Warrants and Warrant Shares as soon thereafter as possible without violating such state law restrictions; provided, that in the event the purchase of such remaining securities is postponed for more than ninety (90) days following the original Put Closing Date, the Exercising Warrant Holder shall have the right to have the Put Price redetermined as of such date and may elect to have the Put Price be the higher of the original Put Price or the Put Price determined at such later date.