Common use of Repurchase Closing Clause in Contracts

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 3.1 shall be exercisable at any time within ninety (90) days following the Termination of Employment or the Bonus Shortfall Event (as applicable) by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment repurchase is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof being made in connection with a Bonus Shortfall Event or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant if such repurchase is being made in connection with a Termination of Employment (other than a Termination of Employment prior to Section 3.4the Bonus Date). The Company's repurchase rights under Section 3.2 3.1 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under this Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by written notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such the Called Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.43.4 hereof. The Company's repurchase rights under this Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Called Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Called Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such the Called Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under this Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by written notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such the Called Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice Notice, if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.43.4 hereof. The Company's repurchase rights under this Section 3.2 shall lapse if not exercised within the time periods periods; (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 3.2 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Called Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Called Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such the Called Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.33.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due due-from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than to thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior poor to the third fourth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time (i) within ninety (90) days following the Termination of Employment Consulting Services, or (ii) in the case of a repurchase pursuant to Section 3.2(b) simultaneously with the closing of the Disposition Event, in each case by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares pursuant to clause (i) above shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4Notice. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.

Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time (i) within ninety (90) days following the Termination of Employment Employment, or (ii) in the case of a repurchase pursuant to Section 3.2(b) simultaneously with the closing of the Disposition Event, in each case by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares pursuant to clause (i) above shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is for Cause or is the result of the Stockholder's resignation (other than for Good Reason) prior to the third fifth anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.