Common use of Bad Leaver Call Clause in Contracts

Bad Leaver Call. In case a Managing Shareholder is removed or not reappointed as a Managing Director of the Company in each case with Reasonable Cause (a “Bad Leaver”), the Non-Managing Shareholder (and/or an affiliate thereof designated by the Non-Managing Shareholder), subject to the terms of this Section 2.4, shall have the right to purchase, and the Bad Leaver shall be obligated to sell, all, but not less than all, of the Shares and shares in the Operating Company (or any successor thereof), respectively, (“Option Shares”) owned by the Bad Leaver at that time (“Bad Leaver Call”), which right shall be exercisable by delivery to the Bad Leaver (with a copy to the Company) of a written notice of the Non-Managing Shareholder’s intent to consummate such transaction (“Bad Leaver Call Notice”), at any time during the ninety (90)-day period beginning on the close of the day following removal or non-reappointment for Reasonable Cause. The Bad Leaver may not Transfer his Option Shares during the period between delivery of the Bad Leaver Call Notice and the applicable Leaver Closing Date, and the Company shall not record, acknowledge or cooperate with any Transfer inconsistent with this Section 2.4.

Bad Leaver Call. In case a Managing Shareholder is removed or not reappointed as a Managing Director of the Company in each case with Reasonable Cause (a “Bad Leaver”), the Non-Managing Shareholder (and/or an affiliate thereof designated by the Non-Managing Shareholder), subject to the terms of this Section 2.4, shall have the right to purchase, and the Bad Leaver shall be obligated to sell, all, but not less than all, of the Shares and shares in the Operating Company (or any successor thereof), respectively, (“Option Shares”) owned by the Bad Leaver at that time (“Bad Leaver Call”), which right shall be exercisable by delivery to the Bad Leaver (with a copy to the Company) of a written notice of the Non-Non- Managing Shareholder’s intent to consummate such transaction (“Bad Leaver Call Notice”), at any time during the ninety (90)-day period beginning on the close of the day following removal or non-reappointment for Reasonable Cause. The Bad Leaver may not Transfer his Option Shares during the period between delivery of the Bad Leaver Call Notice and the applicable Leaver Closing Date, and the Company shall not record, acknowledge or cooperate with any Transfer inconsistent with this Section 2.4.

Bad Leaver Call. 6.5.1 In case a Managing Shareholder is removed or not reappointed (i) retires (Niederlegung der Geschäftsführerstellung) from his position as a Managing Director managing director of the Company in each case with Reasonable Cause Years One to Three (as defined in Annex 1.4) or (ii) he is recalled for good cause (wichtiger Xxxxx) pursuant to § 626 German Civil Code (BGB), it being understood that it shall in particular constitute a “good cause, if the Managing Shareholder intentionally or in a grossly negligent manner breaches a material obligation under the articles of association of the Company, the Rules of Procedure or this Agreement (Bad Leaver”), the Non-Managing Shareholder (and/or an affiliate thereof designated by the Non-Managing Shareholder), subject to the terms of this Section 2.4§ 6, shall have the right to purchase, and the Bad Leaver shall be obligated to sell, all, but not less than all, of the Shares and shares in of the Operating Company (or any successor thereof), respectively, (“Option Shares”) owned by the Bad Leaver at that time (“Bad Leaver Call”), which right shall be exercisable by delivery to the Bad Leaver (with a copy to the Company) of a written notice of the Non-Managing Shareholder’s intent to consummate such transaction (“Bad Leaver Call Notice”), at any time during the ninety (90)-day period beginning on the close of the day following removal or nonon which the Non-reappointment for Reasonable CauseManaging Shareholder learns about the Bad Leaver’s breach of duties and/or obligations. The Bad Leaver may not Transfer his Option Shares during Call can only be exercised in full, i.e. for 100% of the period between delivery of shares in the Company owned by the Bad Leaver Call Notice and the applicable Leaver Closing Date, and the Company shall not record, acknowledge or cooperate with any Transfer inconsistent with this Section 2.4at that time.

Bad Leaver Call. In case a Managing Shareholder is removed or not reappointed as a Managing Director of the Company in each case with Reasonable Cause (a “Bad Leaver”), the Non-Managing Shareholder (and/or an affiliate thereof designated by the Non-Managing Shareholder), subject to the terms of this Section 2.4, shall have the right to purchase, and the Bad Leaver shall be obligated to sell, all, but not less than all, of the Shares and shares in the Operating Company (or any successor thereof), respectively, (“Option Shares”) owned by the Bad Leaver at that time (“Bad Leaver Call”), which right shall be exercisable by delivery to the Bad Leaver (with a copy to the Company) of a written notice of the Non-Managing Shareholder’s intent to consummate such transaction (“Bad Leaver Call Notice”), at any time during the ninety (90)-day period beginning on the close of the day following removal or non-reappointment for Reasonable Cause. The Bad Leaver may not Transfer his Option Shares during the period between delivery of the Bad Leaver Call Notice and the applicable Leaver Closing Date, and the Company shall not record, acknowledge or cooperate with any Transfer inconsistent with this Section 2.4.. Section 2.5