Common use of Share Repurchase Program Clause in Contracts

Share Repurchase Program. (a) Effective at the Closing until the earlier of (i) the date of the first Transfer of Shares by the Investor Group where, after giving effect to such Transfer, the Fully Diluted Aggregate Ownership Percentage of the Investor Group is less than 40% and (ii) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 30%, the Company shall adopt and implement, and thereafter shall maintain, a long-term Share repurchase program (the “Share Repurchase Program”) pursuant to which, unless the Investor has delivered to the Company an Option Exercise Notice pursuant to Section 4.03, prior to or concurrently with any New Equity Issuance that would result in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall repurchase a number of Shares such that, immediately following such New Equity Issuance, the Fully Diluted Aggregate Ownership Percentage of the Investor Group remains at least equal to the Share Percentage Cap at such time; provided that, in the event of a New Equity Issuance by the Company that inadvertently results in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall have a period of 90 days from the date that the Company has knowledge of such inadvertent failure to consummate the repurchases of Shares required by this Section 4.01(a). For the purposes of this Agreement, a “New Equity Issuance” means, after the Closing, (i) any new issuance of Shares by the Company (other than (x) issuances of Permitted Stock Consideration, (y) Shares issued in accordance with the terms of any Company Securities issued or granted in a New Equity Issuance of the type described in clause (ii) of this definition, or (z) Shares issued upon the exercise or settlement of Company Securities granted under an equity incentive plan that are outstanding as of the Closing) or (ii) the issuance or grant, as the case may be, by the Company of any Company Securities (other than Shares or Permitted Stock Consideration) that are convertible or exercisable into, or exchangeable for, Shares. (b) Without limiting the Investor’s rights under Sections 4.03, 4.04 and 4.05, (x) the Company shall not be obligated to repurchase any Shares under the Share Repurchase Program if such repurchase would violate Applicable Law, and (y) if as a result of the application of Applicable Law the Company is not able to repurchase the number of Shares otherwise contemplated by Section 4.01(a), then the Company’s obligations under Section 4.01(a) shall survive until such time as the Company is able to repurchase such Shares under Applicable Law.

Share Repurchase Program. (a) Effective at the Closing until the earlier of If (i) the date Company repurchases any shares of the first Transfer of Shares Common Stock pursuant to any share repurchase program or self-tender announced by the Investor Group where, after giving effect Company from time to such Transfer, the Fully Diluted Aggregate Ownership Percentage of the Investor Group is less than 40% and time (ii) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 30%, the Company shall adopt and implement, and thereafter shall maintain, a long-term Share repurchase program (the “Share Repurchase Program”) pursuant to whichduring any calendar quarter ending after the date of this agreement and (ii) HNA or any other HNA Party Beneficially Own any shares of Common Stock acquired from The Blackstone Group, unless L.P. (the Investor has delivered to “Shares”), then, within ten (10) Business Days after the Company an Option Exercise Notice pursuant to Section 4.03, prior to or concurrently with any New Equity Issuance that would result in the Fully Diluted Aggregate Ownership Interest end of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such timecalendar quarter, the Company shall repurchase a deliver to HNA an email notice (the “HNA Repurchase Notice”) setting forth the number of HNA Repurchase Shares (as defined below) and the Purchase Price Per Share (as defined below) for such that, immediately following such New Equity Issuance, the Fully Diluted Aggregate Ownership Percentage calendar quarter. A closing (each a “Share Repurchase Closing”) of the Investor Group remains purchase and sale of such HNA Repurchase Shares shall be held at least equal to the Share Percentage Cap at such time; provided that, in the event principal offices of a New Equity Issuance by the Company that inadvertently results in McLean, Virginia at 9:00 a.m., local time, on the Fully Diluted Aggregate Ownership Interest tenth (10th) Business Day following the date of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall have a period of 90 days from the date that the Company has knowledge of such inadvertent failure to consummate the repurchases of Shares required by this Section 4.01(a). For the purposes of this Agreement, a “New Equity Issuance” means, after the Closing, (i) any new issuance of Shares by the Company (other than (x) issuances of Permitted Stock Consideration, (y) Shares issued in accordance with the terms of any Company Securities issued or granted in a New Equity Issuance of the type described in clause (ii) of this definition, or (z) Shares issued upon the exercise or settlement of Company Securities granted under an equity incentive plan that are outstanding as of the Closing) or (ii) the issuance or grant, as the case may be, by the Company of any Company Securities (other than Shares or Permitted Stock Consideration) that are convertible or exercisable into, or exchangeable for, Sharesapplicable HNA Repurchase Notice. (b) Without limiting At each Share Repurchase Closing, the Investor’s rights under Sections 4.03HNA Parties each hereby agrees to sell and transfer to the Company, 4.04 in proportion to the respective number of Shares Beneficially Owned by them, and 4.05the Company agrees to purchase, the HNA Repurchase Shares set forth in the applicable HNA Repurchase Notice, free and clear of all liens, security interests and other encumbrances, and the Company hereby agrees to pay the HNA Parties, in consideration for the sale and transfer of each such HNA Repurchase Share, the Purchase Price Per Share set forth in the HNA Repurchase Notice. Payment shall be made by the Company by wire transfer payable in same-day funds to the accounts specified by HNA. The parties shall cooperate to deliver all documents as may be reasonably required to effect the transfer of the HNA Repurchase Shares to the Company. (c) If HNA then Beneficially Owns any Shares, at least three (3) Business Days prior to the end of each calendar quarter, HNA shall deliver to the Company an email notice setting forth the number of Shares then Beneficially Owned by HNA Parties (each, an “Owned Share Notice”); provided, however, that if and as long as HNA Beneficially Owns no shares of Common Stock other than Shares and is then making public filings with the SEC requiring the disclosure, on a prompt basis, of any changes in its ownership in the Company (“HNA Public Filings”), HNA may notify the Company that the most recent HNA Public Filing shall be deemed to be an Owned Share Notice for purposes of this Section 3.3 unless and until HNA notifies the Company otherwise. (d) For purposes of this Section 3.3, “HNA Repurchase Shares” shall mean, with respect to any calendar quarter, the number of whole Shares equal to the product of (x) the total number of shares of Common Stock repurchased by the Company shall not be obligated during such calendar quarter pursuant to repurchase any Shares under the a Share Repurchase Program if such repurchase would violate Applicable LawProgram, and (y) if as a result fraction, the numerator of which is the application of Applicable Law the Company is not able to repurchase the aggregate number of Shares otherwise contemplated Beneficially Owned by Section 4.01(a)the HNA Parties, as shown on the most recent Owned Share Notice, and the denominator of which is the sum of (i) the total number of shares of Common Stock of the Company outstanding at the close of business on the last day of such calendar quarter and (ii) the total number of shares of Common Stock repurchased by the Company during such calendar quarter pursuant to a Share Repurchase Program. By way of illustration, if the HNA Parties Beneficially Own 10,000,000 Shares as of December 31, 2018 and there are a total of 315,000,000 shares of Common Stock outstanding as of December 31, 2018, and if the Company, pursuant to a Share Repurchase Program, repurchased 5,000,000 shares of Common Stock during the calendar quarter ended December 31, 2018, then the Company’s obligations under Section 4.01(a) HNA Repurchase Shares for the calendar quarter ended December 31, 2018 shall survive until such time as the Company is able to repurchase such Shares under Applicable Lawbe 156,250 shares.

Share Repurchase Program. (a) Effective at the Closing until the earlier of (i) the date of the first Transfer of Shares by the Investor Group where, after giving effect to such Transfer, the Fully Diluted Aggregate Ownership Percentage of the Investor Group is less than 40% and (ii) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 30%, the Company shall adopt and implement, and thereafter shall maintain, a long-term Share repurchase program (the “Share Repurchase Program”) pursuant to which, unless the Investor has delivered to the Company an Option Exercise Notice pursuant to Section 4.03, prior to or concurrently with any New Equity Issuance that would result in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall repurchase a number of Shares such that, immediately following such New Equity Issuance, the Fully Diluted Aggregate Ownership Percentage of the Investor Group remains at least equal to the Share Percentage Cap at such time; provided that, in the event of a New Equity Issuance by the Company that inadvertently results in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall have a period of 90 days from the date that the Company has knowledge of such inadvertent failure to consummate the repurchases of Shares required by this Section 4.01(a). For the purposes of this Agreement, a “New Equity Issuance” means, after the Closing, (i) any new issuance of Shares by the Company (other than (x) issuances of Permitted Stock Consideration, (y) Shares issued in accordance with the terms of any Company Securities issued or granted in a New Equity Issuance of the type described in clause (ii) of this definition, or (z) Shares issued upon the exercise or settlement of Company Securities granted under an equity incentive plan that are outstanding as of the Closing) or (ii) the issuance or grant, as the case may be, by the Company of any Company Securities (other than Shares or Permitted Stock Consideration) that are convertible or exercisable into, or exchangeable for, Shares. (b) Without limiting the Investor’s rights under Sections 4.03, 4.04 and 4.05, (x) the Company shall not be obligated to repurchase any Shares under the Share Repurchase Program if such repurchase would violate Applicable Law, and (y) if as a result of the application of Applicable Law the Company is not able to repurchase the number of Shares otherwise contemplated by Section 4.01(a), then the Company’s obligations under Section 4.01(a) shall survive until such time as the Company is able to repurchase such Shares under Applicable Law.