Common use of Repurchase of Shares Clause in Contracts

Repurchase of Shares. (a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

Repurchase of Shares. (a) In the event that Buyer the Shareholder ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved SaleOffering, the Company, during the sixty (60) calendar days following the Termination Date (the “"Repurchase Period”), shall, subject to Section 4(d), ") shall have the right to purchase all or any portion of the Retained Shares (the “"Repurchase Right”"). The purchase price for each Retained Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer Value unless the Shareholder resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date May 10, 2003 or is terminated for Cause at any time after the first anniversary of the Effective Datetime, in which case the purchase price shall equal will be the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Retained Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, the Shareholder at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company (the "Repurchase Date") within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, the Shareholder has presented to the Company a stock certificate or certificates evidencing the Retained Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfertransfer (the "Endorsed Certificates"). If Buyer the Shareholder fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transferthe Endorsed Certificates, the Retained Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for to the purchased Shares to Buyer Shareholder or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer the Shareholder or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his the Shareholder or her such Permitted Transferee or Permitted Transferees, as the case may beTransferee, and upon such payment or notice, Buyer, and/or his notice the Shareholder and such Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Retained Shares. The Company may assign its rights under this Section 4(aRepurchase Right hereunder to Saturn Equity Limited ("SEL") or to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Retained Shares are not purchased pursuant to this Section 4(a3(a) or 3(b), the restrictions on transfer thereof contained in Section 2 of this Agreement shall terminate and be of no further force and effect.

Repurchase of Shares. (a) In the event that Buyer ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

Repurchase of Shares. (a) In If at any time the event that Buyer ceases to be employed by the Company Purchaser's employment with UNICCO is terminated for any reason prior to an Initial Public Offering (including, without limitation, voluntary termination, involuntary termination by UNICCO with or Approved Salewithout cause, or death or disability), the CompanyPurchaser shall be required to sell, during and UNICCO shall be required to purchase, for the sixty (60) calendar days following the Termination Date (the “Repurchase Period”)purchase price described below, shall, subject to Section 4(d), have the right to purchase all or any portion of the Shares (sold to the “Repurchase Right”)purchaser hereunder. The purchase price for each Share purchased under of the Shares sold pursuant to this Section 4(a2 shall be the book value of such shares, determined by UNICCO's independent public accountants (the "Accountants") as of the last day of the month next preceding the month in which the termination of Purchaser's employment with UNICCO shall equal Fair Market Value; providedhave occurred, howeverwhich determination shall be final and binding on all parties hereto in the absence of manifest error. Notwithstanding the foregoing provisions, thatif (a) UNICCO terminates the Purchaser's employment without cause and (b) UNICCO or Stevxx X. Xxxxxxxx, Xxbexx X. Xxxxxxxx, Xxchxxx X. Xxxxxxxx, xxd Georxx X. Xxxxxx (xxe "Existing Stockholders") enter into an agreement within one year after the effective date of the Purchaser's termination of employment in which (i) if Buyer resigns without Good Reason prior UNICCO agrees to sell all or substantially all of its assets not in the first anniversary ordinary course of the Effective Date its business or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary Existing Stockholders agree to sell more than fifty (50%) percent of their shares of UNICCO (to persons or entities other than Permitted Transferees, as defined below), the Purchaser shall be entitled to receive a percentage of the Effective Date but prior to consideration received by UNICCO from the third anniversary sale of its assets after satisfaction of all liabilities or received by the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price Existing Stockholders for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transfereessale of their shares, as the case may be, at a time set equivalent to the percentage of the shares of UNICCO previously owned by the Company within thirty (30) calendar days after Purchaser on the end effective date of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented such termination as reduced by all previous payments made to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased Purchaser pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effectSection.

Repurchase of Shares. (a) In If at any time the event that Buyer ceases to be employed by the Company Purchaser's employment with Unicco is terminated for any reason prior to an Initial Public Offering (including, without limitation, voluntary termination, involuntary termination by Unicco with or Approved Salewithout cause, or death or disability), the CompanyPurchaser shall be required to sell, during and Unicco shall be required to purchase, for the purchase price described below, all of the Shares sold to the Purchaser hereunder. The purchase price of the Shares shall be the book value of such shares, determined by Unicco's independent public accountants as of the last day of the month next preceding the month in which the termination of Purchaser's employment with Unicco shall have occurred. The closing of any purchase and sale of Shares required under the provisions of this Section 2 shall be held within a reasonable time, not to exceed sixty (60) calendar days following days, after the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), have the right to purchase all or any portion termination of the Purchaser's employment with Unicco. At the closing, Unicco shall make payment for the Shares (being purchased by delivering the “Repurchase Right”). The full amount of the total purchase price for each Share purchased under this Section 4(ain cash or by certified or bank check, and the Purchaser (or his legal representative, in the event of the Purchaser's death) shall equal Fair Market Value; provideddeliver to Unicco the certificates for the Shares being sold, howeverfree and clear of all liens and encumbrances, thattogether with duly executed stock powers. At the closing, the Purchaser shall repay Unicco, in cash or by certified or bank check, the full principal amount (and all accrued and unpaid interest thereon) of all loans and advances made by Unicco to the Purchaser. Notwithstanding the foregoing provisions, if (a) Unicco terminates the Purchaser's employment without cause and (b) Unicco or Stevxx X. Xxxxxxxx, Xxbexx X. Xxxxxxxx, Xxchxxx X. Xxxxxxxx xxx Louix X. Xxxxxxxx (xxe "Existing Stockholders") enter into an agreement within one year after the effective date of the Purchaser's termination of employment in which (i) if Buyer resigns without Good Reason prior Unicco agrees to sell all or substantially all of its assets not in the first anniversary ordinary course of the Effective Date its business or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary Existing Stockholders agree to sell more than 50% of their shares of beneficial interest in Unicco (to persons or entities other than Permitted Transferees, as defined below), the Purchaser shall be entitled to receive a percentage of the Effective Date but prior to consideration received by Unicco from the third anniversary sale of its assets after satisfaction of all corporate liabilities or received by the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price Existing Stockholders for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transfereessale of their shares, as the case may be, at a time set equivalent to the percentage of the beneficial interest of Unicco previously owned by the Company within thirty (30) calendar days after Purchaser on the end effective date of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented such termination as reduced by all previous payments made to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased Purchaser pursuant to this Section 4(a), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effectSection.

Repurchase of Shares. (a) In the event that Buyer ceases to be employed by the Company CSK for any reason prior to an Initial Public Offering or an Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “"Repurchase Period”"), shall, subject to Section 4(d), shall have the a one-time right to purchase all or any portion all, but not less than all, of the Shares (the “Repurchase Right”)Shares. The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, howeveror, that, (i) if the Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Datetime, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, the Buyer at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company (the "Repurchase Date") within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, the Buyer has presented to the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfertransfer (the "Endorsed Certificate"). If Buyer fails Notwithstanding the Buyer's failure to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transferthe Endorsed Certificate, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for to the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees permitted transferee or (ii) notice to the Buyer or such Permitted Transferee or Permitted Transferees permitted transferee that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his the Buyer or her Permitted Transferee or Permitted Transferees, as the case may besuch permitted transferee, and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as notice the case may be, Buyer and such permitted transferee will have no further rights in or to such Shares. The If the Company may assign its rights under this Section 4(a) does not elect to ATDH or an affiliate of purchase the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a)Shares, the restrictions on transfer thereof contained in Section 3 of this Agreement shall terminate and be of no further force and effecteffect following the Repurchase Period.

Repurchase of Shares. (a) Purchase Option in the Event of Termination by Employer Other than ------------------------------------------------------------------ for Cause. In the event that Buyer ceases the Purchaser's employment under his Employment --------- Agreement with dated as of (the "Employment Agreement") shall be terminated by "without cause" pursuant to be employed by subsection 8.1 thereof, (i) the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d), shall have the right option, exercisable in its sole discretion, to purchase all or any portion of the Purchased Shares (the “Repurchase Right”). The at a purchase price for each Share purchased under this Section 4(a) shall equal to the Fair Market Value; providedValue of such Shares, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after Purchaser shall have the first anniversary option to cause the Company to purchase (to the extent the same are not the subject of an election by the Company pursuant to clause (i) above), at a purchase price equal to the Fair Market Value thereof, that number of Purchased Shares the Fair Market Value of which in the aggregate equals the Cost of the Effective Date but prior Purchased Shares owned by the Purchaser on the date of such termination, it being understood that the remaining Purchased Shares (to the third anniversary extent the same are not subject to clauses (i) and (ii) above) shall continue to be held by the Purchaser and subject to the Shareholders' Agreement. The option of the Effective Date or is terminated for Cause Company set forth in clause (i) of this subsection 6(a) shall be exercisable by the Company by written notice to the Purchaser, given at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end date of termination of the Repurchase PeriodPurchaser's employment under his Employment Agreement as contemplated above, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, has presented to the Company a stock certificate or certificates evidencing specifying the Shares to be purchased (or an affidavit acquired by the Company and, at the closing of loss with respect thereto) duly endorsed for transfer. If Buyer fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall be deemed to have been purchased upon (i) the payment purchase by the Company of such Shares, the purchase price for therefor shall be paid by the purchased Shares to Buyer or his or her Permitted Transferee or Permitted Transferees or Company in cash. The option of the Purchaser set forth in clause (ii) of this subsection 6(a) shall be exercisable by written notice to Buyer or the Company, given at any time within sixty (60) days but not earlier than thirty (30) days after the date of termination of the Purchaser's employment under his Employment Agreement, specifying the Shares to be acquired by the Company and, at the closing of the purchase by the Company of such Permitted Transferee or Permitted Transferees Shares, the purchase price therefor shall be paid by the Company in cash. If the option set forth in this subsection 6(a) which contemplates that the Company is holding shall purchase Shares shall be exercised, the Company shall be required to purchase price for and shall purchase all of the purchased Shares for specified in the account applicable notice or notices of Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as exercise at the case may be, time and upon such payment or notice, Buyer, and/or his Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights terms and conditions set forth in or to such Shares. The Company may assign its rights under this Section 4(a) to ATDH or an affiliate of the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(asubsection 6(e), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect.

Repurchase of Shares. (a) In If the event that Buyer ceases to be employed Purchaser's employment by the Company for any reason is terminated prior to the earlier of an Initial Public Offering or Approved SaleSale for any reason, the CompanyHoldings, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 4(d3(e)), the "Repurchase Period"), shall have the right to ----------------- purchase all or any portion all, but not less than all, of the Shares which have been beneficially owned by the Purchaser (the “"Repurchase Right”"). The purchase price for each Share purchased under this Section 4(a) shall equal Fair Market Value; provided, however, that, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each ---------------- Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Costbe determined in accordance with Exhibit 2 hereto. If the Company Holdings elects to purchase some or all of the Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, the Purchaser at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company Holdings within thirty (30) calendar 30 days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, the Purchaser has presented to the Company Holdings a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfertransfer (the "Endorsed -------- Certificate"). If Buyer the Purchaser fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transferthe Endorsed Certificate, the ----------- Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company Holdings of the purchase price for to the purchased Shares to Buyer Purchaser or his or her the Purchaser's Permitted Transferee or Permitted Transferees or (ii) notice to Buyer the Purchaser or such Permitted Transferee or Permitted Transferees that the Company Holdings is holding the purchase price for the purchased Shares for the account of Buyer, and/or his the Purchaser or her such Permitted Transferee or Permitted Transferees, as the case may beTransferee, and upon such payment or notice, Buyer, and/or his notice the Purchaser and such Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The Company Holdings may assign its rights to the Stockholders under this the Stockholders Agreement in the manner contemplated by Section 4(a) to ATDH or an affiliate of the Company__ thereof. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a3(a) or 3(b), the restrictions on transfer thereof contained in this Agreement shall terminate and be of no further force and effect. Upon the earlier of an Initial Public Offering or Approved Sale, the rights contained in Sections 3(a) and 3(b) of this Agreement shall terminate and be of no further force and effect.

Repurchase of Shares. (a) In Subject to Section 4(b), in the event that Buyer Grantee ceases to be employed by the Company for any reason or a Subsidiary prior to an Initial Public Offering or an Approved Sale, the Company, during the sixty (60) calendar days day period following the Grantee's Termination Date (the “"Repurchase Period”"), shall, subject to Section 4(d), shall have the a right to purchase all or any portion of the Vested Shares (the “"Repurchase Right”"). This Repurchase Right shall be freely assignable by the Company to an Affiliate of the Company or to Investcorp Bank E.C. and its Affiliates or any other entity with whom Investcorp Bank E.C. or any Affiliate thereof has an administrative relationship. The purchase price for each Vested Share purchased under this Section 4(a) shall equal the Fair Market Value; provided, howeveror, thatif the Company or a Subsidiary terminates Grantee for Cause, (i) if Buyer resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Share shall equal Cost and (ii) if Buyer resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Designated Price and Fair Market Value or CostValue. If the Company elects to purchase some (or all of permits a designated assignee to purchase) the Vested Shares, it shall notify Buyer, and any Permitted Transferee thereof that then holds Shares, Grantee at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Buyer, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Buyer, and any Permitted Transferee thereof that then holds Shares, Grantee has presented to executed the Company a stock certificate or certificates evidencing the Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfertransfer documents required under applicable law. If Buyer Grantee fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transferexecute the required transfer documents, the Vested Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Shares to Buyer Grantee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Buyer Grantee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Shares for the account of Buyer, and/or his Grantee or her such Permitted Transferee or Permitted Transferees, as the case may beTransferee, and upon such payment or notice, Buyer, and/or his notice Grantee and such Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in or to such Shares. The If the Company may assign its rights under this Section 4(a) to ATDH or an affiliate of does not purchase the Company. If Shares have been transferred by Buyer to a Permitted Transferee, any Shares purchased under this Section 4(a) shall be purchased from Buyer and any such Permitted Transferee on a pro rata basis. If, after Buyer ‘s termination, the Shares are not purchased pursuant to this Section 4(a)Vested Shares, the restrictions on transfer thereof contained in Section 3 of this Agreement shall terminate and be of no further force and effect.