Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. At least fifteen (15) days prior to the date of any repurchase pursuant to Section 4(a) or 4(b) above, the Company shall mail written notice, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the number of shares to be repurchased from such holder, the applicable date of repurchase (the "Repurchase Date"), the Series B Repurchase Price then in effect, the amount of the Repurchase Premium payable, if any, the place at which payment may be obtained and calling upon such holder to surrender to the Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares to be repurchased (the "Repurchase Notice"). Except as provided in Section 4(i), on or after the Repurchase Date, each holder of Covered Series B Shares to be repurchased shall surrender to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for lost certificate in a form and substance reasonably acceptable to the Company), in the manner and at the place designated in the Repurchase Notice, and thereupon the Series B Repurchase Price of such shares then in effect shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled (or, to the extent applicable, transferred and assigned in accordance with Section 4(i) below). In the event less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(i) below), the Company shall issue to such holder a new certificate representing the portion of the shares not repurchased.

Repurchase Procedures. At least fifteen (15) days prior Subject to the date terms and conditions of any this Paragraph 5 and the LP Agreement, an option of the Partnership to repurchase pursuant Vested Profits Interests (a “Repurchase Option”) may be exercised by delivery of written notice to Section 4(a) or 4(b) above, the Company shall mail Grantee. Promptly following such written notice, first class postage prepaidthe Partnership shall repurchase from Grantee, and Grantee shall sell to the Partnership, those Vested Profits Interests subject to the Repurchase Option in exchange for the fair market value of such Vested Profits Interests as determined by the General Partner in good faith (the “Fair Market Value”); provided, that if Grantee’s employment with the Employer Group is terminated by Grantee without Good Reason, by Grantee’s employer for Cause, or upon a Grantee Non-Renewal then, in each holder case, the consideration payable by the Partnership to Grantee pursuant to an exercise by the Partnership of record (at the close of business on the business day next preceding the day on which notice is given) a Repurchase Option with respect to Vested Profits Interests shall be 50% of the Covered Series B SharesFair Market Value. Grantee, at the address last shown on the records by acceptance of the Company for such holder, notifying such holder benefits of the repurchase provisions of this Paragraph 5, acknowledges and agrees that the consideration paid by the Partnership to Grantee may be paid by: (i) delivery of a cashier’s check or wire transfer of immediately available funds; (ii) issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and after an IPO, issuance of common stock of the IPO Entity (as such term is defined in the WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the Employer Group; provided, that if the General Partner does not elect a method of payment, Grantee shall be paid in accordance with clause (i). In connection with any Repurchase Option, pursuant to, and subject to the terms and conditions of, this Paragraph 5, Grantee shall take or cause to be effectedtaken all actions requested by the General Partner in order to expeditiously consummate such repurchase and any related transactions, specifying the number of shares to be repurchased from such holderincluding executing, the applicable date of repurchase (the "Repurchase Date")acknowledging and delivering assignments, the Series B Repurchase Price then in effect, the amount a general release of the Repurchase Premium payableEmployer Group, if any, the place at which payment may be obtained its Affiliates and calling upon such holder to surrender to the Company or its designee, related persons (in the manner and at the place designated, his or its certificate or certificates representing the shares to be repurchased (the "Repurchase Notice"). Except as provided in Section 4(i), on or after the Repurchase Date, each holder of Covered Series B Shares to be repurchased shall surrender to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for lost certificate in a form and substance reasonably acceptable satisfactory to the Company), in Partnership) and other documents and instruments as may be reasonably requested and otherwise cooperating with the manner and at the place designated in the Repurchase NoticeGeneral Partner, and thereupon making customary representations and warranties, including as to due approval and ownership free and clear of any liens and transfer of the Series B Repurchase Price of such shares then applicable Vested Profits Interests. Notwithstanding anything in effect shall be payable this Agreement to the order contrary, payment (including payment of the person whose name appears on such certificate or certificates obligations underlying the aforementioned promissory note) by the Partnership for any Vested Profits Interests pursuant to an exercise of a Repurchase Option may be subject to certain conditions as determined by the owner thereof and each surrendered certificate shall be cancelled (orGeneral Partner in its sole discretion, to the extent applicable, transferred and assigned in accordance including compliance by Grantee with Section 4(i) below). In the event less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(i) below), the Company shall issue to such holder a new certificate representing the portion of the shares not repurchasedcertain restrictive covenants.

Repurchase Procedures. At least fifteen (15) days prior Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject to the following repurchase procedures with regard to any Repurchase Offers approved by the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by the date of any repurchase pursuant to Section 4(a) or 4(b) above, specified in the Company shall mail written notice, first class postage prepaid, to each holder of record (at notice describing the close of business on the business day next preceding the day on which notice is given) of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the number of shares to be repurchased from such holder, the applicable date of repurchase (the "Repurchase Date"), the Series B Repurchase Price then in effect, the amount terms of the Repurchase Premium payable, if any, Offer (the place at “Expiration Date”); (ii) Shares (tendered and accepted) will be valued as of the date on which payment may be obtained and calling upon such holder to surrender to the Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares Shares are to be repurchased (the "Repurchase Notice"“Valuation Date”). Except as provided in Section 4(i), on or ; (iii) Promptly after the Repurchase Expiration Date, each holder Shareholder whose Shares have been accepted for repurchase by the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”), which will be held by the Administrator or another agent of Covered Series B Shares the Fund on behalf of the Shareholder, entitling the Shareholder to be repurchased shall surrender paid an amount equal to the Company or its designee value, determined as of the certificate or certificates Valuation Date, of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment of the shares so repurchased at two separate times, with the first payment representing such shares (or a form portion of indemnity for lost certificate in a form the estimated value of the repurchased Shares, determined as of the Valuation Date, and substance reasonably acceptable the second and final payment representing an amount equal to the Company)excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the manner and at Valuation Date of such repurchase occurred, over (ii) the place designated initial payment; (v) Except as otherwise provided in the Repurchase NoticeInstrument, and thereupon the Series B holder of a Repurchase Price of such shares then in effect Instrument shall not be payable to the order a Shareholder of the person whose name appears on such certificate or certificates as Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the owner thereof and each surrendered certificate shall be cancelled Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the extent applicableoriginal Valuation Date, transferred and assigned in accordance with Section 4(i) below). In the event less than all Valuation Date shall become the shares represented by any such certificate are repurchased date on which the Fund (or transferred Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other polices and procedures in accordance connection with Section 4(i) below), the Company shall issue repurchase of Shares as it deems to such holder a new certificate representing be necessary or desirable and in the portion interests of the shares not repurchasedFund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offers.

Repurchase Procedures. At least fifteen After the termination of Executive's employment with ▇▇▇▇▇▇'▇ for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company may elect to exercise the right to purchase Repurchase Shares (15in the amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) days and 9(a)(iii)) pursuant to the Repurchase Option by delivering a written notice (the "Repurchase Notice") to Executive and/or any other holder or holders of Repurchase Shares and the Investors at any time prior to the end of the four-month period commencing on the date of any repurchase pursuant such termination of employment. The Repurchase Notice shall set forth the number of shares of each class and type of such stock to Section 4(a) or 4(b) abovebe acquired from such holder(s), the Company shall mail written notice, first class postage prepaid, aggregate consideration to each holder be paid for such shares of record (at such stock and the close of business on time and place for the business day next preceding the day on which notice is given) closing of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from such holder, the applicable date Repurchase Shares held by Executive at the time of repurchase (the "Repurchase Date"), the Series B Repurchase Price then in effect, the amount delivery of the Repurchase Premium payable, if any, Notice. EXECUTION COPY If the place at which payment may be obtained and calling upon such holder to surrender to number of Repurchase Shares then held by Executive is less than the total number of Repurchase Shares the Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares has elected to be repurchased (the "Repurchase Notice"). Except as provided in Section 4(i), on or after the Repurchase Date, each holder of Covered Series B Shares to be repurchased shall surrender to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for lost certificate in a form and substance reasonably acceptable to the Company), in the manner and at the place designated in the Repurchase Notice, and thereupon the Series B Repurchase Price of such shares then in effect shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled (or, to the extent applicable, transferred and assigned in accordance with Section 4(i) below). In the event less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(i) below)purchase, the Company shall issue purchase the remaining shares elected to be purchased from the other holder(s) of Repurchase Shares, pro rata according to the number of Repurchase Shares held by such holder a new certificate representing other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole shares). The Company shall have the right to purchase all or any portion of the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares not repurchasedunder this Section 9.

Repurchase Procedures. At least fifteen The Investors may each elect to exercise the Repurchase Option to purchase up to their pro rata share (15determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) days prior to the date holder or holders of any repurchase pursuant to Section 4(a) or 4(b) abovethe Warrants and of each class of Executive Stock, the Company and the other Investors, within 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 60 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors purchase shares of Class L Common, Series 4, such Investors must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock or Warrants, the other Investors shall mail written notice, first class postage prepaid, be entitled to purchase all or any portion of the remaining Executive Stock and Warrants by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 60 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of Executive Stock or of the Warrants is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock and Warrants by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of record (at the close applicable Executive Stock and Warrants within 10 business days of business on the expiration of the 10 business day next preceding period during which the day on which notice is given) Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying Warrants and/or the number of shares of each class of Executive Stock to be repurchased acquired from such holder, the applicable date of repurchase (the "Repurchase Date"holder(s), the Series B Repurchase Price then in effectaggregate consideration to be paid for such holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any Warrants or shares of any class of Executive Stock are held by any transferees of Executive, the amount Investors and the Company, as the case may be, will purchase such shares of the Repurchase Premium payablesuch class elected to be purchased from such holder(s) of Executive Stock, if any, the place at which payment may be obtained and calling upon such holder to surrender pro rata according to the Company or its designee, in the manner and number of shares of such class of Executive Stock held by such holder(s) at the place designated, his or its certificate or certificates representing the shares to be repurchased time of delivery of such Repurchase Notice (the "Repurchase Notice"). Except determined as provided in Section 4(i), on or after the Repurchase Date, each holder of Covered Series B Shares to be repurchased shall surrender nearly as practicable to the Company or its designee the certificate or certificates representing such shares (or a form of indemnity for lost certificate in a form and substance reasonably acceptable to the Companynearest share), in the manner and at the place designated in the Repurchase Notice, and thereupon the Series B Repurchase Price of such shares then in effect shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled (or, to the extent applicable, transferred and assigned in accordance with Section 4(i) below). In the event less than all the shares represented by any such certificate are repurchased (or transferred in accordance with Section 4(i) below), the Company shall issue to such holder a new certificate representing the portion of the shares not repurchased.

Repurchase Procedures. At least fifteen (15) days prior Unless otherwise determined by the Board of Trustees from time to time, including as a result of changes in Relevant Laws, Shareholders shall be subject to the following repurchase procedures with regard to any Repurchase Offers approved by the Board of Trustees: (i) Shareholders choosing to tender Shares for repurchase must do so by the date of any repurchase pursuant to Section 4(a) or 4(b) above, specified in the Company shall mail written notice, first class postage prepaid, to each holder of record (at notice describing the close of business on the business day next preceding the day on which notice is given) of the Covered Series B Shares, at the address last shown on the records of the Company for such holder, notifying such holder of the repurchase to be effected, specifying the number of shares to be repurchased from such holder, the applicable date of repurchase (the "Repurchase Date"), the Series B Repurchase Price then in effect, the amount terms of the Repurchase Premium payable, if any, Offer (the place at “Expiration Date”); (ii) Shares (tendered and accepted) will be valued as of the date on which payment may be obtained and calling upon such holder to surrender to the Company or its designee, in the manner and at the place designated, his or its certificate or certificates representing the shares Shares are to be repurchased (the "Repurchase Notice"“Valuation Date”). Except as provided in Section 4(i), on or ; (iii) Promptly after the Repurchase Expiration Date, each holder Shareholder whose Shares have been accepted for repurchase by the Fund will receive a repurchase instrument from the Fund (the “Repurchase Instrument”), which will be held by the Administrator or another agent of Covered Series B Shares the Fund on behalf of the Shareholder, entitling the Shareholder to be repurchased shall surrender paid an amount equal to the Company or its designee value, determined as of the certificate or certificates Valuation Date, of the repurchased Shares; (iv) The Repurchase Instrument, which will be non-interest bearing and non-transferable, may contain terms providing for payment of the shares so repurchased at two separate times, with the first payment representing such shares (or a form portion of indemnity for lost certificate in a form the estimated value of the repurchased Shares, determined as of the Valuation Date, and substance reasonably acceptable the second and final payment representing an amount equal to the Company)excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the Fund’s financial statements for the fiscal year in which the manner and at Valuation Date of such repurchase occurred, over (ii) the place designated initial payment; (v) Except as otherwise provided in the Repurchase NoticeInstrument, and thereupon the Series B holder of a Repurchase Price of such shares then in effect Instrument shall not be payable to the order a Shareholder of the person whose name appears on such certificate or certificates as Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration of Trust; and (vi) If the owner thereof and each surrendered certificate shall be cancelled Fund (or, as applicable, a Series or class) is liquidated or dissolved prior to the extent applicableoriginal Valuation Date, transferred and assigned in accordance with Section 4(i) below). In the event less than all Valuation Date shall become the shares represented by any such certificate are repurchased date on which the Fund (or transferred Series or class) is liquidated or dissolved. The Board of Trustees may, from time to time, amend the foregoing policies and procedures and establish such other policies and procedures in accordance connection with Section 4(i) below), the Company shall issue repurchase of Shares as it deems to such holder a new certificate representing be necessary or desirable and in the portion interests of the shares not repurchasedFund and Shareholders, including with limitation the imposition of fees for the repurchase of all or some Shares through Repurchase Offers.