Common use of Put Rights Clause in Contracts

Put Rights. (a) Upon Termination of Employment of a Management Stockholder (other than by the Company for Cause or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option Shares.

Put Rights. (a) Upon Termination At any time on or after October 8, 2003, until the earlier of Employment the completion of a Management Stockholder Qualified Public Offering or the Warrant Expiration Date, any Warrant Holder ("Exercising Warrant Holder") may, by written notice of such intent to the Company (the "Put Notice"), require the Company to purchase all of the Exercising Warrant Holder's Warrants and Warrant Shares at the Put Price determined as of the date of the Put Notice. The Put Notice shall set forth a date (which shall be not less than sixty (60) days, nor more than ninety (90) days after the date of the Put Notice and which shall be a Business Day) (the "Put Closing Date") for the purchase and sale of the Exercising Warrant Holders Warrants and Warrant Shares. On the Put Closing Date, the Exercising Warrant Holder shall deliver the certificates evidencing the Warrants and Warrant Shares held by the Exercising Warrant Holder to the Company duly endorsed, free and clear of all Liens (other than by any arising under this Agreement, the Company for Cause Shareholders Agreement or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sellunder applicable Securities Laws), and the Company shall be obligated pay to purchase from such Management Stockholderthe Exercising Warrant Holder, during in cash, an amount equal the thirty-day period beginning on the later sum of (i) the date Put Price multiplied by the number of Termination of Employment and Warrant Shares held by the Exercising Warrant Holder, plus (ii) (A) the six month anniversary Put Price multiplied by the number of the Closing Date (or, if later, the six month anniversary Warrant Shares which would be purchased upon an exercise of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares unexercised Warrants held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or Exercising Warrant Holder, less than 150% of (B) the aggregate Fair Market Value of Warrant Exercise Price which would be required to be paid by the Exercising Warrant Holder to exercise all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options unexercised Warrants held by such Management Stockholder as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”)Exercising Warrant Holder. The repurchase price amount payable by the Company to repurchase Subscribed Shares and/or Rollover Shares the Exercising Warrant Holder upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination paid by certified or cashier's check, by wire transfer or other immediately available funds. In the event the Put Notice is delivered prior to the Warrant Expiration Date, the Put shall remain enforceable notwithstanding that the Warrant Expiration Date may occur prior to the Put Closing Date. The failure of Employment (x) the Exercising Warrant Holder to deliver the certificates evidencing the Warrants and/or Warrant Shares held by the Exercising Warrant Holder to the Company without Cause shall not limit or (y) by such Management Stockholder for Good Reason or due impair the right of Exercising Warrant Holder to Retirementreceive the consideration to be paid to the Exercising Warrant Holder upon exercise of the Put. However, the Fair Market Value Company may withhold payment of such shares consideration pending receipt from the Exercising Warrant Holder of such certificates or evidence that such certificates have been mutilated, lost, stolen or destroyed as contemplated by Section 9.9 hereof. Pending delivery of such certificate(s) (or other evidence), the repurchase date and (B) upon Termination of Employment for any other reason (other than consideration to be paid to the Exercising Warrant Holder shall be held in trust by the Company for Cause or due to death or Disability), the lesser of (x) Exercising Warrant Holder and shall be set aside in a separate account for the Fair Market Value of such shares as benefit of the repurchase date and (y) Exercising Warrant Holder, segregated from the Fair Market Value of such shares as other assets of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option SharesCompany.

Put Rights. At any time on or after the Put Exercise Date ---------- and provided that a Qualified Public Offering has not then occurred, any Warrant Holder may, by written notice of such intent to the Company and the Partnership (athe "Put Notice"), require the Partnership to purchase all of the Warrants and Warrant Shares then outstanding and held by such holder at the Put Price. The Put Notice shall set forth a date (which shall be not less than ten (10) Upon Termination days, nor more than ninety (90) days after the date of Employment the Put Notice and which shall be a Business Day) (the "Put Closing Date") for the purchase and sale of a Management Stockholder all of the Warrants and Warrant Shares (the "Put Shares"). On the Put Closing Date, each Warrant Holder shall deliver the certificates evidencing the Put Shares held by such Warrant Holder to the Partnership duly endorsed, free and clear of all Liens (other than by the Company for Cause any arising under this Agreement or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sellunder applicable Securities Laws), and the Company Partnership shall be obligated pay to purchase from such Management StockholderWarrant Holder, during in cash, an amount equal to the thirty-day period beginning on the later sum of (i) the date Put Price multiplied by the number of Termination of Employment and Warrant Shares included in such Put Shares, plus (ii) (A) the six month anniversary Put Price multiplied by the number of Warrant Shares which would be purchased upon an exercise of all Warrants included in such Put Shares, less (B) the aggregate Warrant Exercise Price which would be required to be paid by such Warrant Holder to exercise all Warrants held by such Warrant Holder. The amount payable by the Partnership to any Warrant Holder upon exercise of the Closing Date (orPut shall be paid by certified or cashier's check, if later, by wire transfer or other immediately available funds. In the six month anniversary of event the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or Put Notice is delivered prior to the date Warrant Expiration Date, the Put shall remain enforceable with respect to the applicable Put Shares notwithstanding that the Warrant Expiration Date may occur prior to the Put Closing Date. The failure of Termination of Employment or any Warrant Holder to deliver the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover certificates evidencing Put Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, with respect Warrant Holder to the Subscribed Shares, Partnership shall not limit or impair the date right of sale thereof such Warrant Holder to receive the consideration to be paid to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares Warrant Holder upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to RetirementPut. However, the Fair Market Value Partnership may withhold payment of such shares consideration pending receipt from such Warrant Holder of such certificates or evidence that such certificates have been mutilated, lost, stolen or destroyed as contemplated by Section 4.3 hereof. ----------- Pending delivery of the repurchase date and such certificate(s) (B) upon Termination of Employment for any or other reason (other than by the Company for Cause or due to death or Disabilityevidence), the lesser of (x) consideration to be paid to such Warrant Holder shall be held in trust by the Fair Market Value Partnership for such Warrant Holder and shall be set aside in a separate account for the benefit of such shares as Warrant Holder, segregated from the other assets of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option SharesPartnership.

Put Rights. (a) Upon Termination At any time on or after the applicable Put Exercise Date, an appropriate Triggering Holder may, by written notice of Employment such intent to the Company (the "Put Notice"), require the Company to purchase all of the Preferred Shares or the Warrants and Warrant Shares, as applicable, then outstanding at the Put Price determined as of the date of the Put Notice. An exercise of the Put by the Triggering Holder shall be binding upon all Preferred Shareholders or all Warrant Holders, as applicable, all of whom shall be obligated to sell all of their Preferred Shares or Warrants and Warrant Shares to the Company at such time in accordance with and subject to this Section 3.4. The Put Notice shall set forth a date (which shall be not less than sixty 60 days, nor more than ninety 90 days after the date of the Put Notice and which shall be a Business Day) (the "Put Closing Date") for the purchase and sale of the Preferred Shares or Warrants and Warrant Shares with respect to which the Put is exercised (the "Put Securities"). Promptly upon the receipt by the Company of a Management Stockholder Put Notice, the Company shall deliver a notice to each other Preferred Shareholder or Warrant Holder setting forth (1) that a Triggering Holder has exercised the Put on behalf of all Preferred Shareholders or Warrant Holders, as applicable, (2) the Put Closing Date and (3) to the extent determined, the Put Price. If the Put Price has not been determined at such time, the Company shall promptly notify all Preferred Shareholders or Warrant Holders of the amount of the Put Price as soon as such Put Price is determined. On the Put Closing Date, each Preferred Shareholder or Warrant Holder, as applicable, shall deliver the certificates evidencing the Put Securities held by such Person to the Company duly endorsed, free and clear of all Liens (other than by the Company for Cause any arising under this Agreement or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sellunder applicable securities Laws), and the Company shall be obligated pay to purchase from such Management Stockholder, during Preferred Shareholder or Warrant Holder an amount equal to the thirty-day period beginning on the later sum of (i) the date of Termination of Employment Put Price with respect to the Preferred Shares and (ii) the six month anniversary sum of (A) the Closing Date (or, if later, the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, Put Price with respect to the Subscribed SharesCommon Stock multiplied by the number of Warrant Shares included in such Put Securities, the date of sale thereof to such Management Stockholder, if differentplus (B) (1) the Put Price with respect to the Common Stock multiplied by the number of Warrant Shares which would be purchased upon an exercise of all Warrants included in such repurchasePut Securities, less (B) the “Investor aggregate Warrant Exercise Price which would be required to be paid by such Holder to exercise all Warrants held by such Holder ("Put Right”Purchase Price"). The repurchase price amount payable by the Company to repurchase Subscribed Shares and/or Rollover Shares any Preferred Shareholder or Warrant Holder upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) paid by certified or cashier's check, by wire transfer or other immediately available funds. In the event that the Company defaults on its obligation to purchase all of the Put Securities upon Termination exercise of Employment the Put by any Triggering Holder because the Company does not have cash available to honor such Put, or because the Put is exercised as a result of a Material Event of Default or Mandatory Redemption Event and restrictions contained in the Wachovia Senior Debt Documents which have not been waived by Wachovia after the reasonable best efforts of the Company to obtain such waiver, the Triggering Holder may elect on behalf of all Preferred Shareholders or Warrant Holders, as applicable, in addition to any other rights or remedies of such Triggering Holder, either to (x) by rescind the Company without Cause or exercise of the Put, in which case the Put will remain in full force and effect, (y) accept partial payment of the Put Purchase Price (pro rata among all Preferred Shareholders or Warrant Holders, as applicable) in an amount equal to the amount of cash which the Company has available for payment of the Put Purchase Price on the Put Closing Date and either (I) rescind the exercise of the Put with respect to the Put Securities which could not be purchased in cash, in which case the Put will remain in full force and effect with respect to such unpurchased Put Securities or (II) receive a Put Note in a principal amount equal to the amount of the Put Purchase Price which could not be paid in cash on the Put Closing Date or (z) to receive a Put Note in a principal amount equal to the applicable Put Purchase Price. In the event the Put Notice is delivered prior to the Warrant Expiration Date, the Put shall remain enforceable with respect to the applicable Put Securities notwithstanding that the Warrant Expiration Date may occur prior to the Put Closing Date. The failure of any Holder to deliver the certificates evidencing Put Securities held by such Management Stockholder for Good Reason Holder to the Company shall not limit or due impair the right of such Holder to Retirementreceive the consideration to be paid to such Holder upon exercise of the Put. However, the Fair Market Value Company may withhold payment of such shares consideration pending receipt from such Holder of such certificates or evidence that such certificates have been mutilated, lost, stolen or destroyed as contemplated by Section 4.3 hereof. Pending delivery of such certificate(s) (or other evidence), the repurchase date and (B) upon Termination of Employment for any other reason (other than consideration to be paid to such Holder shall be held in trust by the Company for Cause or due to death or Disability), such Holder and shall be set aside in a separate account for the lesser of (x) the Fair Market Value benefit of such shares as Holder, segregated from the other assets of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which the Investor Put Right may be exercised by such Management Stockholder. For the avoidance of doubt, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event with respect to Option SharesCompany.

Put Rights. (a) Upon Termination If the Purchased Preferred Shares are not converted into shares of Employment Common Stock within one year of a Management Stockholder (other than by the Company for Cause or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled each Purchaser has the right to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”). The repurchase price payable by require the Company to repurchase Subscribed its Purchased Preferred Shares and/or Rollover Shares upon exercise (the “Put Right”) at a price equal to 120% of the Investor Original Purchase Price (the “Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled In the event that a Purchaser elects to exercise the Investor its Put Right once and exercise of the Investor Put Right shall be by Right, such Purchaser must give written notice (the “Investor Put Notice”) to the Company within thirty (30) days following the first anniversary of the Closing Date. Upon the Company’s receipt of the Put Notice, the Company shall be obligated to repurchase the appropriate portion of the Purchased Preferred Shares owned by such Purchaser (the “Put Preferred Shares”) at the Put Price. Such repurchase shall take place on the 40th Business Day following the Closing Date, or prior such other time as such parties shall mutually agree to in writing. The payment of the consideration for the repurchase of the Put Preferred Shares shall be made in immediately available funds by wire transfer to the last date on which account specified by the Investor Purchaser in the Put Right may be exercised by such Management StockholderNotice. For Upon the avoidance of doubtCompany’s payment hereunder, the Investor Put Right shall not apply (x) in connection with Termination of Employment of a Management Stockholder by the Company for Cause or due to death or Disability or (y) in any event Company’s obligations with respect to Option the repurchased Put Preferred Shares shall terminate. Such Purchaser who exercises its Put Right agrees to take all reasonable action to assist the Company in the repurchase of the Put Preferred Shares, including the delivery of the certificates representing such repurchased Put Preferred Shares to the Company or to the Company’s stock transfer agent. This Put Right is non-transferable and shall only apply to the Purchasers signatory hereto up to the respective amounts of each Purchaser’s Commitment Amount as set forth on Schedule 2.1 attached hereto.