Common use of Call Option and Forfeiture Provisions Applicable to Other Class B Members Clause in Contracts

Call Option and Forfeiture Provisions Applicable to Other Class B Members. Notwithstanding any other provision of this Agreement to the contrary, (i) In the event a Class B Member’s (other than a Founder) employment with or services to the Company are terminated by the Company for Cause, all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration. (ii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company are terminated by the Company without Cause, such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s vested Class B Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class B Unit and upon the terms set forth in this Section 6.7. (iii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company are voluntarily terminated by such Member without Good Reason, all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, successors, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration. (iv) In the event a Class B Member’s (other than a Founder) employment with or services to the Company are voluntarily terminated by such Member for Good Reason, such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s vested Class B Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class B Unit and upon the terms set forth in this Section 6.7.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

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Call Option and Forfeiture Provisions Applicable to Other Class B Members. Notwithstanding any other provision of this Agreement to the contrary, (i) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are terminated by the Company for Cause, (A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value (as defined below) for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and (B) all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration. (ii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are terminated by the Company without Cause, (A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and (B) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s vested Class B Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class B Unit and upon the terms set forth in this Section 6.7. (iii) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are voluntarily terminated by such Member without Good Reason, (A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and (B) all of the Class B Units held by such Member and his or her heirs, estate, legal representatives, successors, Assignees and Permitted Transferees shall be forfeited to the Company for no consideration. (iv) In the event a Class B Member’s (other than a Founder) employment with or services to the Company and the Ranger IPO Entities are voluntarily terminated by such Member for Good Reason, (A) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s Class A-1 Units, Class A-2 Units and Class D Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class A-1 Unit, Class A-2 Unit and Class D Unit and upon the terms set forth in this Section 6.7, and (B) such Class B Member and such Member’s heirs, estate, legal representatives, Assignees and Permitted Transferees shall be a Member-Seller and such Member-Seller shall be deemed to have granted to the Company an option to purchase any or all of such Member-Seller’s vested Class B Units (which shall be such Member-Seller’s Called Interest for purposes of this Section 6.7), for a purchase price equal to the Fair Market Value for each Class B Unit and upon the terms set forth in this Section 6.7.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

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