THE
TERMINATION DATE SHALL TERMINATE.
(B)
REPURCHASE PROCEDURES. THE REPURCHASE OPTION IS EXERCISABLE BY THE
COMPANY DELIVERING WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE HOLDER OR
HOLDERS OF THE APPLICABLE ISSUED SHARES AT ANY TIME WITHIN 240 DAYS AFTER THE
LATER OF (X) THE APPLICABLE TERMINATION DATE OR (Y) THE DATE THAT SUCH ISSUED
SHARES WERE FIRST ISSUED. THE REPURCHASE NOTICE WILL SET FORTH THE NUMBER OF
ISSUED SHARES TO BE ACQUIRED FROM SUCH HOLDER(S), AN ESTIMATE OF THE AGGREGATE
CONSIDERATION TO BE PAID FOR SUCH HOLDER'S ISSUED SHARES AND THE TIME AND PLACE
FOR THE CLOSING OF THE TRANSACTION. IF ANY ISSUED SHARES ARE HELD BY ANY
TRANSFEREES OF THE APPLICABLE PARTICIPANT, THE COMPANY WILL PURCHASE SUCH ISSUED
SHARES ELECTED TO BE PURCHASED FROM SUCH HOLDER(S), PRO RATA ACCORDING TO THE
NUMBER OF ISSUED SHARES HELD BY SUCH HOLDER(S) AT THE TIME OF DELIVERY OF SUCH
REPURCHASE NOTICE (DETERMINED AS NEARLY AS PRACTICABLE TO THE NEAREST SHARE).
(2)
Gary Blackford's Option Agreement will provide that his Issued Shares are
not subject to repurchase.
9
(C)
CLOSING OF REPURCHASE. THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS SECTION 5.7 WILL TAKE PLACE ON THE DATE DESIGNATED BY THE
COMPANY IN THE REPURCHASE NOTICE, WHICH DATE WILL NOT BE MORE THAN 45 DAYS AFTER
THE DELIVERY OF SUCH NOTICE. THE AMOUNT OF THE REPURCHASE PRICE TO BE PAID FOR
ANY ISSUED SHARES TO BE PURCHASED BY THE COMPANY PURSUANT TO A REPURCHASE OPTION
SHALL BE DETERMINED PURSUANT TO SECTION 5.7(A) HEREOF AND THE AGGREGATE AMOUNT
OF SUCH REPURCHASE PRICE SHALL BE REFERRED TO HEREIN AS THE "AGGREGATE
REPURCHASE PRICE". THE COMPANY WILL PAY THE APPLICABLE AGGREGATE REPURCHASE
PRICE FOR ANY ISSUED SHARES TO BE PURCHASED BY THE COMPANY PURSUANT TO A
REPURCHASE OPTION BY DELIVERY OF A CHECK PAYABLE TO OR BY WIRE TRANSFER TO AN
ACCOUNT OR ACCOUNT(S) DESIGNATED BY THE HOLDER(S) OF SUCH ISSUED SHARES IN AN
AGGREGATE AMOUNT EQUAL TO THE APPLICABLE AGGREGATE REPURCHASE PRICE FOR SUCH
ISSUED SHARES.
(D)
RESTRICTIONS ON REPURCHASE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS PLAN, ALL REPURCHASES OF ISSUED SHARES BY THE COMPANY
PURSUANT TO A REPURCHASE OPTION WILL BE SUBJECT TO APPLICABLE RESTRICTIONS
CONTAINED UNDER APPLICABLE LAW (INCLUDING DELAWARE LAW) AND IN THE COMPANY'S AND
ITS SUBSIDIARIES' DEBT AND EQUITY FINANCING AGREEMENTS THAT ARE IN EFFECT ON THE
DATE DESIGNATED BY THE COMPANY FOR THE CLOSING OF SUCH REPURCHASE IN ACCORDANCE
WITH SECTION 5.7(C). IF ANY SUCH RESTRICTIONS PROHIBIT THE REPURCHASE OF ISSUED
SHARES WHICH THE COMPANY IS OTHERWISE ENTITLED TO MAKE PURSUANT TO THIS SECTION
5.7 OR IF SUCH REPURCHASE WOULD CAUSE A DEFAULT UNDER ANY OF THE COMPANY'S
AND/OR ITS SUBSIDIARIES' DEBT AND/OR EQUITY FINANCING AGREEMENTS AND, IN EITHER
CASE, A REPURCHASE NOTICE HAS BEEN TIMELY DELIVERED PURSUANT TO SECTION 5.7(B),
THE COMPANY MAY, SUBJECT TO PROVISIONS OF THIS SECTION 5.7(D), MAKE SUCH
REPURCHASES AS SOON AS (I) IT IS PERMITTED TO DO SO UNDER SUCH RESTRICTIONS AND
(II) SUCH REPURCHASE WOULD NOT CAUSE SUCH A