Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice or notices (each, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from time to time prior to the expiration of the Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are held by transferees of such Participant, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons.

Repurchase Procedures. Pursuant to If the Company exercises the Repurchase OptionOption to repurchase any of the shares of Non-Vested Shares as set forth herein, the Company may elect shall give to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to Stockholder a Participant by delivering written notice or notices (each, a the “Repurchase Notice”) within the 120 day period referenced in Section 3(c) specifying the number of shares the Company is electing to the holder or holders of the such vested Options or Award Stock at any time repurchase and from time to time prior to the expiration of the Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares Stock, which Repurchase Notice shall be signed by an officer of the Company and delivered as provided in Section 12.1 of this Agreement. The Repurchase Notice shall further set a closing date for the purchase, which date shall not be less than ten (10) nor more than twenty (20) days after the date of the Repurchase Notice. Such purchase shall take place at the principal office of the Company. At the closing, the Stockholder, or the Stockholder’s legal representative, shall deliver to the Company the certificate or certificates representing all of the shares of Stock to be purchased, duly endorsed, and the time and place Company, upon the receipt of such certificate or certificates shall deliver either (i) a check in the amount of the purchase price or (ii) a written acknowledgment of a reduction of indebtedness of the Stockholder to the Company by the amount of the purchase price. The purchase price for each share of Stock for which the Company may exercise the Repurchase Option is equal to $.0001 (as adjusted to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock occurring after the date hereof). Except to the extent that such certificate or certificates are being held in escrow by the Company, if the Stockholder or the Stockholder’s legal representative fails to deliver the certificate or certificates to the Company at the closing of in accordance with the transaction (eachterms hereof or, a “Repurchase Closing”). In the event that alternatively, fails to provide the Company elects with a duly executed affidavit of loss, destruction or mutilation with respect to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are held by transferees of such Participantcertificates, the Company shall may deposit the purchase price (or the vested Options and/or Shares elected to be purchased first from such Participant to applicable written acknowledgment of reduction of indebtedness) with the extent Secretary or Treasurer of the vested Options and/or shares of such Award Stock then held by such Participant Company, and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to thereafter the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will repurchased shall be allocated among such other holders pro rata according deemed to have been sold and transferred to the total number Company, and the Stockholder or the Stockholder’s legal representative, despite the failure to deliver the certificate or certificates, shall have no further rights as a Stockholder of vested Options and/or the Company with respect to such shares of Award Stock. In such event, the Secretary or the Treasurer of the Company shall continue to hold the purchase price for such shares of Stock and shall make payment thereof, without interest, upon delivery of the certificate or certificates to be purchased from such personsthe Company.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company The Investors may each elect to exercise the right Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 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 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock 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 75 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 vested Options held portion of the Executive Stock is not being repurchased by such Participant or one or more transferees of such Participant and/or the shares of Award Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock issued to a Participant by delivering written notice or notices (eacha “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award applicable Executive Stock at any time and from time to time prior to within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotices. Each Repurchase Notice will specifically identify set forth the vested Options or number of shares of Award each class of Executive Stock to be acquired from such holder(s), the Fair Market Value, an estimate of the aggregate consideration to be paid for such vested Options and/or Shares holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options or shares of Award any class of Executive Stock are held by any transferees of such ParticipantExecutive, the Company shall Investors and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares class elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of Award such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons).

Repurchase Procedures. Pursuant (a) To exercise the repurchase option set forth in Section 10 with respect to the Repurchase Optionany Pre-Offering Stockholder, the Company may elect shall deliver to exercise such Pre-Offering Stockholder (or in the right to purchase all or any portion case of any vested Options held by death such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice or notices (eachPre-Offering Stockholder's legal representative), a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from during the Separation Period, a written notice (the "Repurchase Notice") stating that the Company shall exercise its repurchase option. The Repurchase Notice shall specify (i) the number of shares to be repurchased (the "Option Shares"), (ii) the Purchase Price at the time to time prior to the expiration of the Repurchase Period; providedNotice and (iii) a closing date for the repurchase (the "Closing Date"), that which shall not be later than 30 days after the date of the Repurchase Notice. (b) A closing with respect to the repurchase of any shares of Pre-Offering Stock shall take place at the Company's principal executive offices at 10:00 a.m. on the Closing Date. On the Closing Date, the Pre-Offering Stockholder (or in the case of death such period may be tolled Pre-Offering Stockholder's legal representative) shall sell, and the Company shall purchase, the Option Shares in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c)Agreement. At the closing, if the Pre-Offering Stockholder (or in the case of death such Pre-Offering Stockholder's legal representative) shall deliver to the Company certificates representing the Option Shares duly endorsed in blank or with blank stock powers sufficient to permit transfer attached. All of the Option Shares shall be conveyed to the Company free and clear of all security interests, liens, claims, pledges and encumbrances of any kind, and the Pre-Offering Stockholder shall provide to the Company a written certificate to that effect, which certificate shall be in such vested Options or shares of Award Stock are held by transferees of such Participant, form as the Company shall purchase reasonably request. (c) Except as otherwise provided in this Agreement, the vested Options and/or Option Shares elected and all voting rights, rights to be purchased first from such Participant receive cash dividends, including without limitation cash liquidating dividends, and other rights incident to the extent ownership of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to Option Shares shall be purchased from such other holder(s) pro rata according deemed transferred to the number of vested Options and/or shares of Award Stock held by such other holder(s) at Company on the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsClosing Date.

Repurchase Procedures. Pursuant To exercise your repurchase right, you must deliver a written notice to us of your exercise of such right (together with the Notes to be repurchased) (x) for an optional repurchase, not less than 90 days prior to the Repurchase Optionapplicable repurchase date and (y) for a Change of Control Event repurchase, no later than the Company may elect business day immediately preceding the repurchase date. The repurchase notice must state: - the certificate numbers of the Notes to exercise be delivered for repurchase; - the right to purchase all or any portion of any vested Options held the principal amount of your Notes to be repurchased, which must be $1.00 or whole multiples thereof; and - that the Notes are to be repurchased by such Participant us pursuant to the applicable provisions of the Notes. The Notes submitted for repurchase must be $1.00 in principal amount or whole multiples thereof. If we receive one or more transferees valid optional repurchase notices from holders representing at least 50% of such Participant and/or the shares of Award Stock issued Notes then outstanding, we will provide notice to a Participant by delivering written notice or notices (each, a “Repurchase Notice”) to the holder or all holders of the Notes that have not submitted such vested Options a notice advising such holders of the repurchase date for such optional repurchase. Such holders shall have five business days to deliver a written notice to us, with the information described above, exercising their right to participate in such repurchase. You may withdraw your repurchase notice in whole or Award Stock in part at any time and from time to time prior to 5:00 p.m., New York City time, on the expiration business day immediately preceding the applicable repurchase date, by delivering a written notice of withdrawal to us. If a repurchase notice is given and withdrawn during that period, we will not be obligated to repurchase the Notes listed in the repurchase notice. The withdrawal notice must state: - the certificate numbers of the Repurchase Periodwithdrawn Notes; - the principal amount of the withdrawn Notes; and - the principal amount, if any, which remains subject to the repurchase notice. If holders representing at least 50% of the Notes then outstanding deliver to us optional repurchase notices in the manner described above, the subsequent withdrawal of one or more such repurchase notices by any such holders will have no effect on the repurchase exercise by any other holder that has delivered but not withdrawn an optional repurchase notice, even if the exercising holders as of the repurchase date represent less than 50% of the Notes then outstanding; provided, that if all holders that have delivered an optional repurchase notice withdraw such period may notices in the manner described above prior to 5:00 p.m., New York City time, on the business day immediately preceding the applicable repurchase date, such repurchase shall be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares cancelled and the one-time optional repurchase right of the holders of Notes shall not be deemed to have been exercised. Payment of the repurchase price for a Note for which a repurchase notice has been delivered and place not withdrawn is conditioned upon delivery of the Notes, together with necessary endorsements, to us. Payment of the repurchase price for the closing Notes will be made promptly following the later of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are held by transferees of such Participant, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant repurchase date and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined the Notes. If we hold on the repurchase date cash sufficient to pay the repurchase price of the Notes that holders have elected to require us to repurchase, then, as nearly as practicable to of the nearest share) and the number of vested Options and/or shares of each class of Award Stock repurchase date: - those Notes will cease to be purchased outstanding and interest will be allocated among such cease to accrue, whether or not the Notes have been delivered to us; and - all other rights of the Notes holders pro rata according will terminate, other than the right to receive the total number repurchase price and previously accrued and unpaid interest upon delivery or transfer of vested Options and/or shares of Award Stock the Notes. CERTAIN COVENANTS LIMITATION ON RESTRICTED PAYMENTS Prior to be purchased from such persons.[_], 2011 CBay will not directly or indirectly:

Repurchase Procedures. Pursuant At least thirty (30) days prior to the Repurchase Optiondate of any repurchase pursuant to Section 4(a) 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 elect be obtained and calling upon such holder to exercise surrender to the right to purchase all Company or any portion of any vested Options held by such Participant its designee, in the manner and at the place designated, his or one its certificate or more transferees of such Participant and/or certificates representing the shares of Award Stock issued to a Participant by delivering written notice or notices be repurchased (each, a the “Repurchase Notice”) ). Except as provided in Section 4(g), on or after the Repurchase Date, each holder of Covered Series B Shares to be repurchased shall surrender to the holder Company or holders 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 vested Options certificate or Award Stock at any time certificates as the owner thereof and from time to time prior each surrendered certificate shall be cancelled (or, to the expiration of the Repurchase Period; providedextent applicable, that such period may be tolled transferred and assigned in accordance with Section 2(f4(g) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that less than all the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if shares represented by any such vested Options certificate are repurchased (or shares of Award Stock are held by transferees of such Participanttransferred in accordance with Section 4(g) below), the Company shall purchase issue to such holder a new certificate representing the vested Options and/or Shares elected to be purchased first from such Participant to the extent portion of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsnot repurchased.

Repurchase Procedures. Pursuant to the Repurchase Option, the The Company may elect to shall exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant repurchase rights granted in Sections 5.2 and 5.3 by delivering written notice or notices (each, a “Repurchase Notice”) to the holder Shareholder’s address within 90 days of Shareholder’s death or holders within 30 days of actual notice of the such vested Options events described in Section 5.3. Such notice shall include the Company’s determination of the fair market value of the Transferring Shareholder’s Shares to be repurchased. If the Transferring Shareholder or Award Stock at any time and from time to time prior the Shareholder’s heirs, as the case may be, do not agree with the Company’s determination as to the expiration fair market value of the Shares within 30 calendar days following the delivery of the Repurchase Period; providedNotice, that they shall within the next 30 calendar days jointly appoint one nationally recognized investment banking firm to determine the fair market value of the Shares, and such period nationally recognized investment banking firm shall conduct and complete an appraisal of the fair market value of the Shares within 30 calendar days after appointment. If the Company and the Transferring Shareholder or the Shareholder’s heirs, as the case may be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify be, are unable to agree upon the vested Options or shares identity of Award Stock the nationally recognized investment banking firm to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are held by transferees of such Participantso jointly appointed, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant promptly choose one nationally recognized investment banking firm by notice to the extent Transferring Shareholder or the Shareholder’s heirs, as the case may be, and the Transferring Shareholder or the Shareholder’s heirs, as the case may be, shall promptly choose one nationally recognized investment banking firm by notice to the Company. The two nationally recognized investment banking firms so selected shall then promptly appoint a third nationally recognized investment banking firm, which shall determine the fair market value of the vested Options and/or shares Shares within 30 calendar days after the selection. The determination of the fair market value of the Shares as described herein shall be conclusive for all purposes and upon all parties. If either the Company or the Transferring Shareholder or the Shareholder’s heirs, as the case may be, shall fail to appoint a nationally recognized investment banking firm within 30 calendar days after the lapse of the initial 30 calendar day period referred to above, then, the nationally recognized investment banking firm appointed by the party which does appoint a nationally recognized investment banking firm shall alone determine the fair market value of the Shares, and such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to appraisal shall be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsbinding.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company The Sellers may each elect to exercise the right Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Seller), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company and the other Sellers, 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 Sellers become aware of any such participation). To the extent that any of the Sellers purchase shares of Class L Common, Series 4, such Sellers 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 Sellers do not elect to repurchase their full allotment of Executive Stock or Warrants, the other Sellers shall 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 Sellers or (ii) the expiration of the 60 day period during which the Sellers were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any vested Options held portion of Executive Stock or of the Warrants is not being repurchased by such Participant or one or more transferees of such Participant and/or the shares of Award Sellers, the Company may exercise the Repurchase Option for the remaining Executive Stock issued to a Participant and Warrants by delivering written notice or notices (eacha “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award applicable Executive Stock at any time and from time to time prior to Warrants within 10 business days of the expiration of the 10 business day period during which the Sellers were entitled to deliver Supplemental Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotices. Each Repurchase Notice will specifically identify set forth the vested Options or number of Warrants and/or the number of shares of Award each class of Executive Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options Warrants or shares of Award any class of Executive Stock are held by any transferees of such ParticipantExecutive, the Company shall Sellers and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares class elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of Award such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons).