authority or agency or tribunal, domestic or foreign, which challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit, or otherwise affect the repurchase, or in the Companys sole discretion, and irrespective of whether it is directed at or affects the repurchase as such, could materially affect the Companys business, financial condition, income, operations, or prospects or otherwise materially impair in any way the contemplated future conduct of the Companys business;
(iii) there shall have been any action threatened, pending, or taken, or any approval withheld, or any statute, rule, regulation, judgment, order, or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced, or considered to apply to the repurchase, the Plan or the Company, by any court or any government or governmental, regulatory, or administrative agency or authority or tribunal, domestic or foreign, which, in the Companys sole discretion, would or might directly or indirectly result in any of the consequences referred to in this Section 8(e);
(iv) there shall have occurred or be continuing: (A) the declaration of any banking moratorium or suspension of payments in respect of banks in the United States (whether or not mandatory); (B) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market; (C) the commencement of a war, armed hostilities, or any other national or international crisis directly or indirectly involving the United States; (D) any limitation (whether or not mandatory) by any governmental, regulatory, or administrative agency or authority on, or any event which, in the Companys sole discretion, might affect, the extension of credit by banks or other lending institutions in the United States; or (E) any change in the general political, market, economic, or financial conditions in the United States or abroad that could have a material adverse effect on the business, condition (financial or otherwise), income, operations, or prospects of the Company;
(v) a tender or exchange offer for any or all of the shares of Common Stock, or any merger, business combination, or other similar transaction with or involving the Company, shall have been proposed, announced, or made by any person;
(vi) the person fails to deliver the documents contemplated by Sections 8(b)(iv) or 8(c)(v), as the case may be;
(vii) the Company concludes, in its sole discretion, that the repurchase will be treated as a dividend, rather than as an exchange, under Section 302(b)(2) or 302(b)(3) of the Code; Code;
(viii) the Company concludes, in its sole discretion, that the repurchase would be inadvisable in view of (A) a pending or planned initial underwritten public offering of the Common Stock or other financing transaction, (B) pending or planned dividends, redemptions or other distributions to the Companys stockholders or (C ) any change that has occurred or has been threatened in the business, condition (financial or otherwise), income, operations, liquidity, stock ownership, or prospects of the Company; or
(ix) an IPO Date shall have occurred prior to the completion of such repurchase.
The Company in its sole discretion shall decide whether any of the foregoing events or circumstances has occurred or is occurring. If it so concludes, then, in its sole discretion, it may reject, in whole or in part, a pending or later-issued Put Notice or revoke, in whole or in part, a pending Call Notice, as the case may be. These rules are for the Companys sole benefit. It may assert them regardless of the circumstances giving rise to the event (including its own action or inaction), or it may ignore them and proceed with the repurchase. In addition, the Company may assert or ignore them with respect to a repurchase, regardless of whether it makes the same decision with respect to repurchases (contemporaneous or not) involving other persons.