Common use of Participant Put Right Clause in Contracts

Participant Put Right. (i) The Participant, or the Participant’s estate in the case of the Participant’s death, shall have the right, with respect to all vested Restricted Shares, from the date hereof until four years following the termination of the Participant’s services to the Company to require the Company to purchase all, but not less than all, of his then-vested Restricted Shares granted hereunder (the “Put Right”) at a price per share of Common Stock equal to the Fair Market Value on the date such Put Right is exercised by the Participant, provided, however, that the Company may defer under Section 3.7(ii) the amount, if any, that it shall be obligated to pay under this Section 3.7(i) in excess of $100,000 per fiscal year in the aggregate to the Participant. Any purchaser of the Restricted Shares pursuant to Section 3.6 shall be entitled to the Put Right on the Restricted Shares to the same extent as the Participant and for purposes of this Section 3.7, the term “Participant” shall include any person purchasing the Restricted Shares in accordance with Section 3.6. (ii) Notwithstanding Section 3.7(i) to the contrary, the Company shall not be obligated to repurchase any of the Restricted Shares from the Participant, or from the estate of the Participant, and may defer such repurchase, if there exists and is continuing a default or an event of default on the part of the Company or under any guarantee or other agreement under which the Company or any of its subsidiaries has borrowed money or if such repurchase would constitute a breach of, or result in a default or an event of default on the part of the Company or any of its subsidiaries under, any such guarantee or agreement, or if the repurchase would not be permitted under any applicable laws. If the Company is unable to purchase Common Stock generally in accordance with the preceding sentence or is not obligated to pay for such Common Stock under Section 3.7(i), the Company shall pay the Participant for such Restricted Shares as soon as possible, with interest at the federal short-term interest rate in effect on the first day of the month of exercise of the Put Right, to be recalculated on the first day of each month thereafter until all payments due are made.