Common use of Redemption Request Clause in Contracts

Redemption Request. (a) In the event that (i) the Company has ------------------ not issued Securities in Public Offerings (including one Minimum Public Offering) resulting in gross proceeds to the Company (before deduction of underwriting discounts and expenses of sale) of at least $50 million or (ii) a Public Company Business Combination Transaction has not been consummated, then, beginning on the fifth anniversary of the date hereof, Blackstone shall have the right (which may be withdrawn at any time within five Business Days after the determination of the Fair Market Value pursuant to Section 5.1(b) hereof) to request that the Company repurchase for cash any or all of Blackstone's outstanding shares of Preferred Stock and Common Stock received from the conversion of the Preferred Stock and TCW shall have the right to participate in any such Redemption Request with respect to a pro rata portion of the Preferred Stock and Common Stock received from the conversion of the Preferred Stock held by it (collectively, the "Redemption Securities") at the Fair Market Value --------------------- (determined in accordance with Section 5.1(b) below) thereof by giving the Company a written request therefor (the "Redemption Request"). ------------------ (b) The fair market value of any Redemption Securities shall be determined pursuant to this Section 5.1(b). For a period of 20 days following the receipt of a Redemption Request by the Company, Blackstone and the Company shall attempt in good faith to agree on the fair market value of the Redemption Securities. Any agreement reached by Blackstone and the Company shall be final and binding on all parties hereto. If Blackstone and the Company are unable to reach agreement within 20 days after the receipt by the Company of the Repurchase Request, Blackstone and the Company shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in valuing companies such as the Company, and the two investment bankers or appraisers so selected shall together select a third investment banker or appraiser similarly qualified. The three investment bankers or appraisers shall appraise the fair market value of the Redemption Securities that are not publicly traded, determined on the basis of an orderly, arm's length sale (structured to produce the highest price for such securities) to a willing, unaffiliated buyer, taking into account all relevant factors determinative of value (but without any discount for lack of liquidity or minority status). Within 30 days of their retention, the three investment bankers or appraisers shall provide the written results of such appraisals to Blackstone and, if applicable, TCW and the Company. The "Fair Market Value" of ----------------- the Redemption Securities shall be the average of the three appraisals, and such amount shall be final and binding on all parties hereto. The reasonable costs of such appraisals shall be borne by the Company. (c) In the event Blackstone has not withdrawn its redemption request pursuant to Section 5.1(a) hereof, the Company shall purchase the Redemption Securities at the Fair Market Value thereof on or prior to the twentieth Business Day following the expiration of Blackstone's withdrawal right unless the Company Board determines in its sole discretion that it is not in the best interests of the Company to repurchase the Redemption Securities. In the event the Company Board determines not to purchase the Redemption Securities on or prior to such date or if Blackstone has withdrawn its redemption request pursuant to Section 5.1(a) hereof, Blackstone shall have the right, subject to the rights of Sprint Spectrum, LP and SprintCom, Inc. under the Sprint Management Agreement (as defined in the Investment Agreement), to require a Company Sale in accordance with Section 5.2 hereof.

Redemption Request. At any time on or after the seventh anniversary of (a) In the event that Original Series C Issue Date (iin the case of the Series C Preferred Stock), (b) the Company has ------------------ not issued Securities Original Series D Issue Date (in Public Offerings the case of the Series D Preferred Stock), (including one Minimum Public Offeringc) resulting the Original Series E Issue Date (in gross proceeds to the Company (before deduction case of underwriting discounts and expenses of salethe Series E Preferred Stock) of at least $50 million or (iid) a Public Company Business Combination Transaction has not been consummatedthe Original Series F Issue Date (in the case of the Series F Preferred Stock), then, beginning or (e) at any time on or after the fifth anniversary of the date hereof, Blackstone shall have Original Series G Issue Date (in the right (which may be withdrawn at any time within five Business Days after the determination case of the Fair Market Value pursuant Series G Preferred Stock), but in no event more than once per calendar year with respect to Section 5.1(b) hereof) to request that the Company repurchase for cash any or all of Blackstone's outstanding shares each series of Preferred Stock and Common Stock received from Stock, this Corporation shall, upon receipt of a written request (the conversion “Redemption Request”) by the holders of at least a majority of (v) the Series C Preferred Stock and TCW shall have then outstanding (in the right to participate in any such case of a Redemption Request with respect to the Series C Preferred Stock), (w) the Series D Preferred Stock (in the case of a pro rata portion Redemption Request with respect to the Series D Preferred Stock), (x) the Series E Preferred Stock (in the case of a Redemption Request with respect to the Series E Preferred Stock, (y) the Series F Preferred Stock (in the case of a Redemption Request with respect to the Series F Preferred Stock) or (z) the Series G Preferred Stock (in the case of a Redemption Request with respect to the Series G Preferred Stock), redeem for cash, out of any funds legally available therefor, first to the holders of Series G Preferred Stock and, then ratably from holders thereof on each relevant Redemption Date (as defined below), all shares of Series G Preferred Stock (in the case of a Redemption Request with respect to the Series G Preferred Stock) and one-third of the total number of shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as the case may be, outstanding as of the first Redemption Date. The redemptions of each share of Series C Preferred Stock, each share of Series D Preferred Stock, each share of Series E Preferred Stock, each share of Series F Preferred Stock and Common Stock received from the conversion each share of the Series G Preferred Stock held by it pursuant to this Section 6.1 shall be (collectively, the "Redemption Securities"i) at the Fair Market Value --------------------- Original Series C Issue Price (determined in the case of redemptions of Series C Preferred Stock), (ii) at the Original Series D Issue Price (in the case of redemptions of Series D Preferred Stock), (iii) at the Original Series E Issue Price (in the case of redemptions of Series E Preferred Stock), (iv) at the Original Series F Issue Price (in the case of redemptions of Series F Preferred Stock) and (v) at two hundred percent (200%) of the Original Series G Issue Price (in the case of redemptions of Series G Preferred Stock), in each case as adjusted for any stock split, combination, consolidation or stock distributions or stock dividends with respect to such shares and in each case plus an amount equal to the amount of all declared but unpaid dividends as of the relevant Redemption Date payable in accordance with Section 5.1(b) below) thereof by giving 2 above on each such share to be redeemed. This Corporation need not establish any sinking fund for redemption of the Company a written request therefor (Series C Preferred Stock, the "Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock or the Series G Preferred Stock. The total amount to be paid with respect to each share of Series C Preferred Stock is hereinafter referred to as the “Series C Redemption Request"). ------------------ (b) The fair market value Price”, the total amount to be paid with respect to each share of any Series D Preferred Stock is hereinafter referred to as the “Series D Redemption Securities shall Price”, the total amount to be determined pursuant paid with respect to this Section 5.1(b). For a period each share of 20 days following Series E Preferred Stock is hereinafter referred to as the receipt “Series E Redemption Price,” the total amount to be paid with respect to each share of a Series F Preferred Stock is hereinafter referred to as the “Series F Redemption Request by the Company, Blackstone Price” and the Company shall attempt in good faith total amount to agree on the fair market value be paid with respect to each share of the Redemption Securities. Any agreement reached by Blackstone and the Company shall be final and binding on all parties hereto. If Blackstone and the Company are unable Series G Preferred Stock is hereinafter referred to reach agreement within 20 days after the receipt by the Company of the Repurchase Request, Blackstone and the Company shall each, within 10 days thereafter, choose one investment banker or other appraiser with experience in valuing companies such as the Company, and the two investment bankers or appraisers so selected shall together select a third investment banker or appraiser similarly qualified. The three investment bankers or appraisers shall appraise the fair market value of the “Series G Redemption Securities that are not publicly traded, determined on the basis of an orderly, arm's length sale (structured to produce the highest price for such securities) to a willing, unaffiliated buyer, taking into account all relevant factors determinative of value (but without any discount for lack of liquidity or minority status). Within 30 days of their retention, the three investment bankers or appraisers shall provide the written results of such appraisals to Blackstone and, if applicable, TCW and the Company. The "Fair Market Value" of ----------------- the Redemption Securities shall be the average of the three appraisals, and such amount shall be final and binding on all parties hereto. The reasonable costs of such appraisals shall be borne by the CompanyPrice. (c) In the event Blackstone has not withdrawn its redemption request pursuant to Section 5.1(a) hereof, the Company shall purchase the Redemption Securities at the Fair Market Value thereof on or prior to the twentieth Business Day following the expiration of Blackstone's withdrawal right unless the Company Board determines in its sole discretion that it is not in the best interests of the Company to repurchase the Redemption Securities. In the event the Company Board determines not to purchase the Redemption Securities on or prior to such date or if Blackstone has withdrawn its redemption request pursuant to Section 5.1(a) hereof, Blackstone shall have the right, subject to the rights of Sprint Spectrum, LP and SprintCom, Inc. under the Sprint Management Agreement (as defined in the Investment Agreement), to require a Company Sale in accordance with Section 5.2 hereof.”