Common use of Right to Repurchase Clause in Contracts

Right to Repurchase. So long as (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), (ii) on the date the Company Repurchase Notice (as defined below) is given and at all times until the date of repurchase, the Registration Statement is effective and available for use by the Buyers for the resale of their Common Shares and (iii) no Repurchase Event shall have occurred with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment Warrants.

Right to Repurchase. So long as (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), (ii) on the date the Company Repurchase Notice (as defined below) is given and at all times until the date of repurchase, the Registration Statement is effective and available for use by the Buyers buyers for the resale of their Common Shares and (iii) no on Repurchase Event shall have occurred with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment Warrants.

Right to Repurchase. So long as In the event that either Principal's ------------------- Employment Agreement is terminated for any reason other than (i) the Company shall be in compliance in all material respects with its obligations to the Buyers (including, without limitation, its obligations under this Agreement and the Registration Rights Agreement), Principal's death or disability or (ii) on a material breach of the date Employment Agreement by the Company Repurchase Notice Acquiror, the Acquiror shall have the right to repurchase such proportion of the Principal's Merger Shares for a price of $0.10 per share as determined by the following formula: 24 - n ------ 24 where n = the number of full months worked by the respective Principal since the Closing Date For the purposes of this caluculation, the Holdback Amount shall be counted as part of the Principal's Merger Shares. The Acquiror's right to repurchase under this Section 7.8.3 shall be a right to repurchase Principal's Merger Shares not then held in escrow. In the event there is a sale of all or substantially all of the Acquiror's assets or any merger, consolidation or stock sale that results in the holders of the Acquiror's capital stock immediately prior to such transaction owning less than 50% of the voting power of the Acquiror's capital stock immediately after such transaction (a "Change of Control"), the Acquiror's ----------------- right to repurchase the shares as defined below) is given and at all times until set forth above shall only be applicable to one-half of the Merger Shares which otherwise would have been subject to the repurchase right under this Section 7.8.3 as of the date of repurchasesuch Change of Control; provided, however, that in the event the acquiror in such a Change of ----------------- Control transaction does not assume a Principal's Employment Agreement in full or upon substantially the same or better terms, the Registration Statement is effective and available for use by Acquiror's right to repurchase the Buyers for the resale of their Common Shares and (iii) no Repurchase Event shares as set forth above shall have occurred terminate with respect to which, on the date a Company Repurchase Notice is to be given or on the redemption date, a Buyer (A) shall be entitled to exercise optional repurchase rights under Section 7 by reason of such Repurchase Event or (B) shall have exercised optional repurchase rights under Section 7 by reason of such Repurchase Event and the Company shall not have paid the Repurchase Price to such Buyer, then the Company shall have the right, exercisable by giving a Company Repurchase Notice not less than 20 Trading Days or more than 30 Trading Days prior to the repurchase date to the Buyer, at any time on or after the Closing Date to repurchase all or a portion of the Common Shares and Adjustment Warrants then held by the Buyers. Prior to any repurchase date, whether or not a Company Repurchase Notice has been given, the Buyers may sell or transfer any of their Common Shares and Adjustment WarrantsMerger Shares.