Common use of Call on Shares Clause in Contracts

Call on Shares. Upon the Termination of Employment at any time, or a Sale of the Company, the Company and/or its designees may, at its option, repurchase from the Stockholder or its Permitted Transferees, and the Stockholder or its Permitted Transferees will at the request of the Company sell to the Company and/or its designees, all (but not less than all) of the Shares, Option Shares and other Common Stock and Common Stock Equivalents held by the Stockholder or its Permitted Transferees at a purchase price per share determined pursuant to paragraphs (a), (b) and (c) below: (a) in the event that such Termination of Employment is by the Company for Cause, or by the Stockholder under circumstances that do not involve Good Reason including by the Stockholder under circumstances that involve Stockholder Non-Renewal at a purchase price per share equal to the lesser of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and (b) in the event that such Termination of Employment is for any reason not referenced in Section 2.1(a), including, without limitation, termination by the Company or any Related Entity without Cause, death, Disability, retirement, Good Reason, or Company Non-Renewal, at a purchase price per share equal to the greater of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and (c) in the event of a Sale of the Company, at a purchase price per share equal to the same amount and type of consideration per share received by each other holder of Common Stock in connection with such Sale of the Company, minus, in the case of a Common Stock Equivalent, any exercise price or conversion price.

Call on Shares. Upon the Termination of Employment at any time, or a Sale of the Company, the Company and/or its designees may, at its option, repurchase from the Stockholder or its Permitted Transferees, and the Stockholder or its Permitted Transferees will at the request of the Company sell to the Company and/or its designees, all (but not less than all) of the Shares, Option Shares and other Common Stock and Common Stock Equivalents held by the Stockholder or its Permitted Transferees at a purchase price per share determined pursuant to paragraphs (a), (b) and (c) below: : (a) in the event that such Termination of Employment is by the Company for Cause, or by the Stockholder under circumstances that do not involve Good Reason including by the Stockholder under circumstances that involve Stockholder Non-Renewal at a purchase price per share equal to the lesser of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and and (b) in the event that such Termination of Employment is for any reason not referenced in Section 2.1(a), including, without limitation, termination by the Company or any Related Entity without Cause, death, Disability, retirement, Good Reason, or Company Non-Renewal, at a purchase price per share equal to the greater of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and and (c) in the event of a Sale of the Company, at a purchase price per share equal to the same amount and type of consideration per share received by each other holder of Common Stock in connection with such Sale of the Company, minus, in the case of a Common Stock Equivalent, any exercise price or conversion price.