COMPANY HAS READILY AVAILABLE CASH RESOURCES IN
EXCESS OF ITS WORKING CAPITAL AND OTHER REASONABLE CASH NEEDS AND WITHOUT
IMPOSING ANY OBLIGATION ON THE COMPANY TO RAISE FINANCING TO FUND THE
REPURCHASES OR TO MATERIALLY IMPAIR ITS FINANCIAL LIQUIDITY OR CONDITION, THE
COMPANY SHALL USE REASONABLE EFFORTS TO PAY THE PURCHASE PRICE FOR SUCH UNVESTED
SHARES PURSUANT TO THE FOREGOING CLAUSE (A).
EACH INVESTOR WILL PAY FOR THE
UNVESTED SHARES PURCHASED BY IT BY A CHECK OR WIRE TRANSFER OF FUNDS.
THE
COMPANY AND THE INVESTORS WILL BE ENTITLED TO RECEIVE CUSTOMARY REPRESENTATIONS
AND WARRANTIES FROM THE SELLERS REGARDING SUCH SALE.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ALL
REPURCHASES OF UNVESTED SHARES BY THE COMPANY PURSUANT TO THE REPURCHASE OPTION
SHALL BE SUBJECT TO APPLICABLE RESTRICTIONS CONTAINED IN THE DELAWARE GENERAL
CORPORATION LAW OR SUCH OTHER GOVERNING CORPORATE LAW, AND IN THE COMPANY'S AND
ITS SUBSIDIARIES' DEBT AND EQUITY FINANCING AGREEMENTS, PROVIDED THAT WITH
RESPECT TO ANY SUCH EQUITY FINANCING AGREEMENTS IN EFFECT ON THE DATE HEREOF,
ONLY SUCH RESTRICTIONS AS ARE SET FORTH IN SUCH AGREEMENTS AS IN EFFECT ON THE
DATE HEREOF SHALL APPLY FOR PURPOSES OF THIS SECTION 3.2(F).
IF ANY SUCH
RESTRICTIONS PROHIBIT (I) THE REPURCHASE OF UNVESTED SHARES HEREUNDER WHICH THE
COMPANY IS OTHERWISE ENTITLED OR REQUIRED TO MAKE OR (II) DIVIDENDS OR OTHER
TRANSFERS OF FUNDS FROM ONE OR MORE SUBSIDIARIES TO THE COMPANY TO ENABLE SUCH
REPURCHASES, THEN THE COMPANY MAY MAKE SUCH REPURCHASES AS SOON AS IT IS
PERMITTED TO MAKE REPURCHASES OR RECEIVE FUNDS FROM SUBSIDIARIES UNDER SUCH
RESTRICTIONS BUT IN NO EVENT LATER THAN 12 MONTHS AFTER THE DATE OF THE
REPURCHASE NOTICE, AND FOR ANY SUCH
7
REPURCHASE THAT IS TO BE MADE AT FAIR MARKET VALUE, FAIR MARKET VALUE SHALL BE
DETERMINED AS OF THE DATE SUCH RESTRICTIONS LAPSE.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF
THE FAIR MARKET VALUE OF UNVESTED SHARES IS FINALLY DETERMINED TO BE AN AMOUNT
AT LEAST 20% GREATER THAN THE PER SHARE REPURCHASE PRICE FOR SUCH UNVESTED SHARE
IN THE REPURCHASE NOTICE OR IN THE SUPPLEMENTAL REPURCHASE NOTICE, EACH OF THE
COMPANY AND THE INVESTORS SHALL HAVE THE RIGHT TO REVOKE ITS EXERCISE OF THE
REPURCHASE OPTION FOR ALL OR ANY PORTION OF THE UNVESTED SHARES ELECTED TO BE
REPURCHASED BY IT BY DELIVERING NOTICE OF SUCH REVOCATION IN WRITING TO THE
HOLDERS OF UNVESTED SHARES DURING THE THIRTY-DAY PERIOD BEGINNING ON THE DATE
THAT THE COMPANY AND/OR THE INVESTORS ARE GIVEN WRITTEN NOTICE THAT THE FAIR
MARKET VALUE OF A SHARE OF UNVESTED SHARES WAS FINALLY DETERMINED TO BE AN
AMOUNT AT LEAST 20% GREATER THAN THE PER SHARE REPURCHASE PRICE FOR UNVESTED
SHARES SET FORTH IN THE REPURCHASE NOTICE OR IN THE SUPPLEMENTAL REPURCHASE
NOTICE.
(H)
THE PROVISIONS OF THIS SECTION 3 WILL TERMINATE UPON THE CONSUMMATION OF A
SALE OF THE COMPANY.
4.
RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES.
(A)
TRANSFER OF EXECUTIVE SECURITIES.
THE HOLDERS OF EXECUTIVE SECURITIES
SHALL