Common use of Fundamental Change Repurchase Price Clause in Contracts

Fundamental Change Repurchase Price. The Securities to be repurchased with respect to any Fundamental Change Repurchase Date pursuant to Section 3.9(a) may be paid for at the election of the Company in cash or shares of Applicable Stock, or in any combination of cash and shares of Applicable Stock, subject to the conditions set forth in Section 3.10(d). The Company shall designate, in the Fundamental Change Repurchase Notice delivered pursuant to Section 3.9(c), whether the Company will repurchase the Securities for cash or shares of Applicable Stock, or, if a combination thereof, the percentages of the Fundamental Change Repurchase Price in respect of which it will pay in cash or shares of Applicable Stock; provided, however, that the Company will pay cash for fractional interests in shares of Applicable Stock. For purposes of determining the existence of potential fractional interests, all Securities subject to repurchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Securities are repurchased pursuant to Section 3.9 shall receive the same percentage of cash or shares of Applicable Stock in payment of the Fundamental Change Repurchase Price for such Securities, except (i) as provided in this Section 3.10(a) with regard to the payment of cash in lieu of fractional shares of Applicable Stock and (ii) in the event that the Company is unable to purchase the Securities of a Holder or Holders for shares of Applicable Stock because any necessary qualifications or registrations of the shares of Applicable Stock under applicable securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Fundamental Change Repurchase Notice to Holders except in the event of a failure to satisfy, prior to 5:00 p.m. (New York City time), on the Business Day immediately preceding the Fundamental Change Repurchase Date any condition to the payment of the Fundamental Change Repurchase Price, in whole or in part, in shares of Applicable Stock.