Common use of Repurchase Options Clause in Contracts

Repurchase Options. (a) In the event Executive ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The purchase price for each Unvested Share will be Executive’s Original Cost for such share. (c) The board of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

Repurchase Options. (a) In the event Executive Purchaser ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The purchase price for each Unvested Share will be ExecutivePurchaser’s Original Cost for such share. (c) The board of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive Purchaser within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares Restricted Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive Purchaser to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

Repurchase Options. (a) In At any time on or prior to the event Executive ceases Termination Date, at the request of the Grantee made at any time after the first Exercise Event and ending on the first anniversary thereof (the "PUT PERIOD"), the Company (or any successor thereto) shall repurchase from the Grantee that portion of the Option that then remains unexercised. The date on which the Grantee exercises its rights under this Section 7 is referred to as the "GRANTEE REQUEST DATE." Such repurchase shall be employed at an aggregate price (the "REPURCHASE CONSIDERATION") equal to the excess, if any, of (x) the Applicable Price for each share of Company Common Stock that remains subject to the Option over (y) the Exercise Price (subject to adjustment pursuant to Section 6 of this Option Agreement), multiplied by the number of Option Shares as to which the Option has not been exercised, except that in no event shall the Company be required to pay to the Grantee pursuant to this Section 7(a) an amount exceeding the product of (x) $1.00 and its Subsidiaries for any reason (a “Termination”), all y) such number of the Unvested Shares will be shares of Company Common Stock that remain subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The purchase price for each Unvested Share will be Executive’s Original Cost for such shareIf the Grantee exercises its rights under this Section 7, the Company shall, within five business days after the Grantee Request Date, pay the Repurchase Consideration to the Grantee by wire transfer in immediately available funds, and the Grantee shall surrender to the Company the Option. (c) The board For purposes of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquiredthis Option Agreement, the aggregate consideration to be paid for "APPLICABLE PRICE" means the average closing sales price per share of Company Common Stock as quoted on NASDAQ/NMS (or if Company Common Stock is not quoted on NASDAQ/NMS, the average closing sales price per share as quoted on any other market comprising a part of NASDAQ/NMS or, if the shares of Company Common Stock are not quoted thereon, on the principal trading market (as defined in Regulation M under the Exchange Act) on which such shares and are traded as reported by The Wall Street Journal (Northeast edition) or, if not reported thereby, any other authoritative source) during the time and place for 20 trading days preceding the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its AffiliatesGrantee Request Date. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

Repurchase Options. (a) In the event Executive Employee ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The purchase price for each Unvested Share will be ExecutiveEmployee’s Original Cost for such share. (c) The board of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive Employee within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive Employee to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.

Repurchase Options. (a) In The Seller shall have the event Executive ceases right to be employed repurchase all, but not less than all, of the Receivable Interests held by the Company Investors and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject Banks and to repurchase by the Parent pursuant terminate this Agreement upon not less than ten Business Days’ prior written notice to the terms and conditions set forth in this Section 3 Agent. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, the “Repurchase OptionDate”). On the Repurchase Date, the Seller shall transfer to the Agent’s Account in immediately available funds an amount equal to (i) the aggregate outstanding Capital of the Receivable Interests held by the Investors and the Banks, (ii) all accrued and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid Fees owing to the Investors and the Banks, (iv) the Liquidation Fee (if any) owing to the Investors and the Banks in respect of such repurchase and (v) all expenses and other amounts owing to any of the Agent, the Investors and the Banks under the Transaction Documents. Any repurchase pursuant to this Section 2.13 shall be made without recourse to or warranty by the Agent, the Investors or the Banks. Further, on the Repurchase Date, the Bank Commitments for all the Banks shall terminate, each of the Commitment Termination Date and Facility Termination Date shall occur, the Termination Date for all Receivable Interests shall occur and no further purchases or reinvestments of Collections shall be made hereunder; provided, that the provisions of this Agreement referenced in Section 10.10 shall survive such termination. (b) The purchase price for each Unvested Share will be Executive’s Original Cost for such share. (c) The board of directors of Seller shall have the Parent (right to repurchase in part the “Board”) may elect to cause Receivable Interests held by the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares Investors and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall Banks upon not be more than 30 days nor less than five days after Business Days’ prior written notice to the delivery Agent. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, the “Partial Repurchase Date”) and the amount of Capital to be repaid (which shall be not less than $5,000,000). On the Partial Repurchase Date, the Seller shall transfer to the Agent’s Account in immediately available funds an amount equal to the Capital specified in such notice. The Parent will pay for , and the Unvested Shares Agent shall distribute such funds ratably to the Investors or the Banks that hold the outstanding Receivable Interests, to be purchased by it applied to the reduction of Capital. No more than two partial repurchases pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (ethis Section 2.13(b) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained made in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreementsany calendar month.

Repurchase Options. (a) In the event Executive ceases to be employed by the Company and or any of its Subsidiaries for any reason (a “Termination”"Separation"), all of the Unvested Shares Executive Securities will be subject to repurchase repurchase, in each case by the Parent Company and the Eligible Stockholders pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”)3. (b) The In the event of a Separation, (i) the purchase price for each share of Unvested Share Stock will be the lesser of (A) the Fair Market Value of such share as of the date of such Separation, (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined below), and (C) Executive’s 's Original Cost for such share, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice; provided, however, that if Executive's employment is terminated with Cause, the purchase price for each share of Vested Stock will be the lesser of (A) Executive's Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice. (c) The board of directors of the Parent (the “Board”) Company may elect to cause the Parent to purchase repurchase all or any portion of the Executive Securities (the "Available Shares") if Executive's employment with the Company or any of its Subsidiaries has terminated (the Unvested Shares "Repurchase Option") by delivering delivery of written notice (the “a "Repurchase Notice”") to the Executive within 90 180 days after Executive's Date of Termination for any Executive Securities issued 181 days or more prior to the Date of Termination (or in the case of Executive Securities issued 180 days or less prior to the Date of Termination, no earlier than 181 days and no later than 271 days after the Termination for any Unvested Sharesdate of the issuance of such Executive Securities) (the "Repurchase Notice Period"). The Repurchase Notice will shall set forth the number amount of Unvested Shares Executive Securities to be acquired, the aggregate consideration to be paid for such shares Executive Securities, and the time and place for the closing of the transaction. AdditionallyThe number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Common Shares then held by Executive is less than the total number of Common Shares the Company has elected to purchase, the Board may cause Company shall purchase the Parent remaining shares elected to assign its rights be purchased from the other holder(s) of Common Shares under this Section 3 Agreement, pro rata according to one or more the number of its AffiliatesCommon Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole shares). The number of Common Shares to be repurchased hereunder shall be allocated among Executive and the other holders of Common Shares (if any) pro rata according to the number of Common Shares to be purchased from such persons. (d) If for any reason the Company does not elect to purchase all of the Available Shares, then the Board may (but shall not be required to) permit the Eligible Stockholders to exercise the Repurchase Option for all or any portion of the Available Shares that were not repurchased by the Company pursuant to Section 3(c) above (the "Remaining Shares"). In the event the Board permits the Eligible Stockholders to exercise the Repurchase Option, then within 60 days after the beginning of the Repurchase Notice Period corresponding to such Available Shares, the Company shall give written notice (the "Option Notice") to each Eligible Stockholder setting forth the number of Remaining Shares and the purchase price for the Remaining Shares. The Eligible Stockholders may elect to purchase all or any portion of the Remaining Shares by giving written notice to the Company within 20 days after the Option Notice has been delivered to the Eligible Stockholders by the Company. If the Eligible Stockholders elect to purchase an aggregate amount of Remaining Shares in excess of the amount of Remaining Shares specified in the Option Notice, then the Remaining Shares shall be allocated among the Eligible Stockholders based on the number of Preferred Shares owned by each Eligible Stockholder on the date of the Option Notice. Any Eligible Stockholder may condition its election to purchase such Remaining Shares on the election of one or more other Eligible Stockholder to purchase Remaining Shares. As soon as practicable, and in any event within 10 days after the expiration of the 20-day period set forth in the immediately preceding sentence, the Company shall deliver a Repurchase Notice to the holders of such Remaining Shares setting forth the aggregate consideration to be paid by the respective Eligible Stockholder for such Remaining Shares and the time and place for the closing of the transaction. At the time the Company delivers such Repurchase Notice to the holders of such Remaining Shares, the Company shall also deliver written notice to each Eligible Stockholder setting forth the amount of securities such Eligible Stockholder is entitled to purchase, the aggregate purchase price, and the time and place of the Unvested Shares pursuant closing of the transaction. (e) If the Company elects to purchase all or any portion of such Executive Securities, including Executive Securities held by one or more of Executive's transferees, then, within 180 days of the first date of the Repurchase Option Notice Period, the Company shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased such Executive Securities (i) by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances obligations owed by Executive or Executive's transferee(s) to the ParentCompany, (ii) with a subordinated promissory note of the Company, which subordinated promissory note shall (x) bear interest at a rate equal to the interest rate of the Company and its Subsidiaries with respect to its indebtedness for borrowed money as of the date of the Repurchase Notice (which shall be payable annually in cash unless otherwise prohibited), (y) have all principal payment due no later than on the earlier of the third anniversary of the date of issuance and the date of a Sale of the Company; upon full repayment and (z) be subordinated on terms and conditions satisfactory to the holders of the Company's indebtedness for borrowed money or (iii) at the Company's option, by certified check or wire transfer of funds. If an Eligible Stockholder elects to purchase all or any portion of the Remaining Shares, such bona fide debts, the Parent will make payment Eligible Stockholder shall pay for such Common Shares by a certified check or wire transfer of funds in on a date to be determined by the aggregate amount Board within 180 days of the remaining purchase price for such Unvested Sharesfirst date of the Repurchase Notice Period. The Parent will Board shall determine whether the purchasers of Common Shares hereunder shall be entitled to receive customary representations and warranties from form the sellers regarding such sale of shares (including representations and warranties regarding good title to require all sellers’ signatures be guaranteedsuch shares, free and clear of any liens or encumbrances). (ef) In the event of a Sale of the Company, the Executive Securities which (A) were issued 181 days or more prior to the Sale of the Company and (B) would be Unvested Stock after giving effect to any vesting of such Executive Securities pursuant to Section 2 in connection with such Sale of the Company (such stock shall be deemed "Sale of the Company Unvested Stock") will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Section 3(f). In the event of a Sale of the Company, the purchase price for each share of Sale of the Company Unvested Stock will be the lesser of (A) the Fair Market Value of such share as of the date of such Sale of the Company, and (B) Executive's Original Cost for such share. The Company may elect to repurchase all of the Sale of the Company Unvested Stock in the event of a Sale of the Company by delivery of written notice (a "Sale of the Company Repurchase Notice") to Executive at least two (2) business days prior to such Sale of the Company. The Sale of the Company Unvested Stock shall be repurchased from the Sale of the Company Unvested Stock held by Executive and any other holder(s) of Sale of the Company Unvested Stock under this Agreement. If the Company elects to purchase the Sale of the Company Unvested Stock, including Sale of the Company Unvested Stock held by one or more of Executive's transferees, then, immediately prior to, at or in connection with the Sale of the Company, the Company shall pay for the Sale of the Company Unvested Stock (i) by offsetting obligations owed by Executive or Executive's transferee(s) to the Company, or (ii) at the Company's option, by certified check or wire transfer of funds. The Board shall determine whether the purchasers of Sale of the Company Unvested Stock hereunder shall be entitled to receive customary representations and warranties form the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances). (g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares Executive Securities by the Parent Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s Company's and its Subsidiaries’ Subsidiaries debt and equity financing agreements. If any such restrictions prohibit the repurchase of Common Shares hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 3 shall be suspended, and the Company will make such repurchases as soon as it is permitted to do so under such restrictions. (h) The right of the Company and the Eligible Stockholders to repurchase Vested Stock shall terminate upon the first to occur of a Sale of the Company and a Public Offering. The rights of the Eligible Stockholders to repurchase Unvested Stock shall terminate upon a Sale of the Company.

Repurchase Options. Each of the Buyers hereby grants to the Seller an option (the "Repurchase Options") to repurchase all, but not less than all, of the Shares. The Repurchase Options shall having the following further terms and conditions: (a) In the event Executive ceases Repurchase Options shall be deemed to be employed by the Company granted on and its Subsidiaries for any reason (a “Termination”), all as of the Unvested Shares will be Closing Date upon, and subject to repurchase to, the actual closing of the transactions called for by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”).Agreement; (b) The purchase price for each Unvested Share will be Executive’s Original Cost for such share.the Repurchase Options shall expire on December 31, 1998 (the "Expiration Date"); (c) The board of directors the exercise price of the Parent Repurchase Options shall be an aggregate of $7,000,000 plus an accretion thereon at the rate of 5% per annum from the Closing Date to and including the date on which such repurchase is consummated in accordance with clauses (d) and (e) below (the “Board”) may elect to cause "Exercise Price"), reduced by the Parent to purchase all or any portion amount of any payments actually made by Seller to either of the Unvested Shares by delivering written notice (the “Repurchase Notice”) Buyers pursuant to Section 10.1 of this Agreement prior to the Executive within 90 days after Repurchase Closing Date, provided that, in no event, shall the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to Exercise Price be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates.less than $1; (d) The closing Seller may exercise the Repurchase Options (but only simultaneously and for all of the purchase Shares) by written notice of such exercise which is actually delivered to each of the Unvested Shares pursuant Buyers prior to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase NoticeExpiration Date, which notice shall specify a closing date (the "Repurchase Closing Date") for such repurchase (which shall not be no less than ten business days nor more than 30 days nor less than five thirty business days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.delivery); (e) Notwithstanding anything on the Repurchase Closing Date (i) AVM shall duly transfer all of its right, title and interest in and to the contrary contained AVM Shares to Seller in exchange for the payment to AVM of its proportional share of the Exercise Price which shall be wire transferred in immediately available funds by Seller to an account designated by AVM to Seller at least one business day prior to the Repurchase Closing Date and (ii) Associates shall duly transfer all of its right, title and interest in and to the Associates Shares to Seller in exchange for the payment to Associates of its proportionate share of the Exercise Price which shall be wire transferred in immediately available funds by Seller to an account designated by Associates to Seller at least one business day prior to the Repurchase Closing Date; (f) the sale to Seller by AVM and Associates of the Shares upon exercise of the Repurchase Options shall be without any express or implied representation and warranty by AVM and Associates with respect to any matter relating to the Company or its business, assets and liabilities or otherwise, except that upon such sale AVM and Associates shall be deemed to have represented and warranted to Seller that each of them severally, have complied with Section 7.9 of this Agreement; and (g) Seller may assign the Repurchase Options to a Seller Group Member or one or more other assignees, all repurchases of Unvested Shares by acting as one, upon written notice delivered to Buyers prior to the Parent Expiration Date, in which event such assignee shall be subject to applicable restrictions contained have the same rights under the Repurchase Options as Seller but, except in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreementscase of an assignment to a Seller Group Member, shall not be entitled to further assign such Repurchase Options.

Repurchase Options. (a) In the event Executive Purchaser ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares Restricted Stock (whether any such shares are held by Purchaser or one or more of Purchaser’s Permitted Transferees (as defined in the Stockholders Agreement) other than the Parent) will be subject to repurchase repurchase, in each case by the Parent and TB pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The In the event of a Termination for any reason other than Cause by the Company, (i) the purchase price for each Unvested Share will be ExecutivePurchaser’s Original Cost for such share and (ii) the purchase price for each Vested Share will be the greater of (A) Purchaser’s Original Cost for such share and (B) the Fair Market Value for such share; provided, however, that if Purchaser’s employment is terminated for Cause by the Company the purchase price for each Vested Share will be the lesser of (A) Purchaser’s Original Cost for such share and (B) the Fair Market Value of such share. (c) The board of directors of the Parent (the “Board”) Board may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares Restricted Stock by delivering written notice (the “Repurchase Notice”) to the Executive Purchaser and his (or her) Permitted Transferees within 90 days after the Termination for any Unvested Sharesshares of Restricted Stock issued at least 181 days prior to the Termination (or, in the case of shares of Restricted Stock issued 180 days or less prior to the Termination, on the date that is at least 181 days following the date of the issuance of such shares of Restricted Stock). The Repurchase Notice will set forth the number of Unvested Shares Restricted Stock of each class to be acquiredacquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. If some shares are held by Purchaser’s Permitted Transferees, Purchaser shall be permitted to designate which of the shares to be repurchased shall be repurchased from Purchaser and which shall be repurchased from Purchaser’s Permitted Transferees. If Purchaser does not make such a designation, the number of shares to be repurchased by the Parent shall first be satisfied to the extent possible from the shares of Restricted Stock held by Purchaser at the time of delivery of the Repurchase Notice. If the number of shares of Restricted Stock then held by Purchaser is less than the total number of shares of Restricted Stock which the Parent has elected to purchase, the Parent shall purchase the remaining shares elected to be purchased from the Purchaser’s Permitted Transferees, pro rata according to the number of shares of Restricted Stock held by such Permitted Transferee(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of shares of Restricted Stock of each class to be repurchased hereunder will be allocated among Purchaser and his (or her) Permitted Transferees (if any) pro rata according to the number of shares of Restricted Stock to be purchased from such person. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) If for any reason the Parent does not elect to purchase all of the Restricted Stock pursuant to the Repurchase Option, TB shall be entitled to exercise the Repurchase Option for the shares of Restricted Stock the Parent has not elected to purchase (the “Available Shares”). As soon as practicable after the Parent has determined that there will be Available Shares, but in any event within 90 days after the Termination, the Parent shall give written notice (the “Option Notice”) to TB setting forth the number of Available Shares and the purchase price for the Available Shares. TB may elect to purchase any or all of the Available Shares by giving written notice to the Parent within 30 days after the Option Notice has been given by the Parent. As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Parent shall notify each holder of Restricted Stock as to the number of shares being purchased from such holder by TB (the “Supplemental Repurchase Notice”). At the time the Parent delivers the Supplemental Repurchase Notice to the holder(s) of Restricted Stock, the Parent shall also deliver written notice to TB setting forth the number of shares TB is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Unvested Shares Restricted Stock pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice or, if later, the Supplemental Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such noticenotice to be delivered. The Parent will pay for the Unvested Shares Restricted Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive Purchaser to the ParentParent (or one or more of Purchaser’s Permitted Transferees, other than the Parent or TB); upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested SharesRestricted Stock. TB will pay for the Restricted Stock to be purchased by it pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The Parent and TB will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (ef) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares Restricted Stock by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Restricted Stock hereunder which the Parent is otherwise entitled or required to make, the Parent may, notwithstanding anything to the contrary in this Agreement, delay any such repurchases until such time as it is permitted to do so under such restrictions.

Repurchase Options. (a) In the event Executive Purchaser ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). (b) The purchase price for each Unvested Share will be ExecutivePurchaser’s Original Cost for such share. (c) The board of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Executive Purchaser within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates. (d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares Restricted Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Executive Purchaser to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. .. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.