Forfeitable Purchaser Securities. Means 7,452/105,487 of the Purchaser Securities which are derived from the Preferred Units held by each Purchaser immediately following the closing under the Equity Purchase Agreement on the date of this amendment and restatement (which Preferred Units and their holders are set forth on the "Schedule of Purchasers" attached to the Equity Purchase Agreement as in effect on the date of this amendment and restatement), subject to the following qualifications: (i) If any Forfeitable
... Purchaser Securities are actually forfeited pursuant to the provisions hereof, such forfeited Forfeitable Purchaser Securities shall by such forfeiture cease to be Forfeitable Purchaser Securities. (ii) Contemporaneously with any MDCP Sale, the number of Forfeitable Purchaser Securities held by each holder thereof that would be forfeited pursuant to Section 3 in connection with such MDCP Sale if the Return Multiple for such MDCP Sale were 10 shall (to the extent not actually forfeited in connection with such MDCP Sale pursuant to the provisions hereof) no longer be subject to forfeiture hereunder and shall forever cease to be Forfeitable Purchaser Securities. (iii) Upon the Expiration Date, all Forfeitable Purchaser Securities shall (to the extent not actually forfeited in connection with a deemed MDCP Sale on the Expiration Date pursuant to the provisions hereof) no longer be subject to forfeiture hereunder and shall forever cease to be Forfeitable Purchaser Securities. (iv) A pro-rata portion of each holder's Forfeitable Purchaser Securities shall forever cease to be Forfeitable Purchaser Securities if any Unvested Management Securities are repurchased pursuant to the provisions of an Executive Securities Agreement. The number of each holder's Forfeitable Purchaser Securities which shall cease to be Forfeitable Purchaser Securities pursuant to this subparagraph (iv) shall be determined by multiplying (x) the number of Unvested Management Securities so repurchased or canceled, times ----- (y) a fraction, the numerator of which is the number of Forfeitable Purchaser Securities held by such holder, and the denominator of which is the aggregate number of Forfeitable Purchaser Securities held by all holders. Any reference herein to a "majority of the Forfeitable Purchaser Securities" or the "number of Forfeitable Purchaser Securities" for purposes of comparison shall refer, with respect to any particular Forfeitable Purchaser Securities, to the number of Common Units (or equivalent common equity securities of the Company) then represented by such Forfeitable Purchaser Securities (on a fully diluted, as-if-converted basis).
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