Common use of Call Option Exercise Procedures Clause in Contracts

Call Option Exercise Procedures. At the Board’s discretion the Company or the Xxxx Investors or such other Person as the Xxxx Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Executive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the Xxxx Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Executive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) in the case of unvested Performance Vesting Incentive Securities, within 180 days of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Xxxx Investors. The Call Option Exercise Notice will set forth the amount of such Executive Securities to be acquired, the aggregate consideration to be paid for such Executive Securities, the Board’s determination of Fair Market Value in accordance with Section 9(a) (if any Executive Securities are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Securities is held by Permitted Transferees, the Company or the Xxxx Investors, as applicable, shall purchase the Executive Securities from such holder(s) pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).

Call Option Exercise Procedures. At the Board’s discretion the Company or the Xxxx Investors or such other Person as the Xxxx Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Executive Incentive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the Xxxx Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Executive Incentive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) with respect to Unvested Post-Termination Securities during the 180-day period commencing on the earlier of the date such Securities vest and the expiration of the Post Termination Period, (iii) during the 180 day period following a Change in the case of unvested Control or Public Offering, in relation to any Performance Vesting Incentive Securities which have not become Vested Securities under Section 2(f), or (iv) during the 180-day period commencing on the MCV Date in relation to the MCV Securities, within 180 days of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Xxxx Investors. The Call Option Exercise Notice will set forth the amount of such Executive Incentive Securities to be acquired, the aggregate consideration to be paid for such Executive Securities, Incentive Securities the Board’s determination of Fair Market Value in accordance with Section 9(a10(a) (if any Executive Securities Incentive Security are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Incentive Securities is held by Permitted Transferees, the Company or the Xxxx Investors, as applicable, shall purchase the Executive Incentive Securities from such holder(s) pro rata according to the number of Executive Incentive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).

Call Option Exercise Procedures. At the Board’s discretion discretion, the Company or the Xxxx Investors or such other Person as the Xxxx Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees Securityholders shall sell all or any portion of the Executive Incentive Securities held by the Executive and his Permitted TransfereesSecurityholders, upon delivery, by the Company or the Xxxx Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the such Executive Securities Securityholders (i) subject to clauses (ii), (iii) and (iv) below, during the 180-day period following the Executive’s Termination Date, (ii) in with respect to Unvested Post-Termination Securities during the case 180-day period commencing on the earlier of unvested the date such Securities vest and the expiration of the Post Termination Period, (iii) with respect to any Performance Vesting Incentive SecuritiesSecurities which have not become Vested Securities under Section 2(f), within 180 days following a Change in Control or Public Offering or (iv) with respect to the MCV Securities, during the 180-day period commencing on the MCV Date (each of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (foregoing periods collectively, the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Xxxx Bain Investors. The Call Option Exercise Notice will set forth the amount of such Executive Incentive Securities to be acquired, the aggregate consideration to be paid for such Executive Incentive Securities, the Board’s determination of Fair Market Value in accordance with Section 9(a10(a) (if any Executive Incentive Securities are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Incentive Securities is held by Permitted Transferees, the Company or the Xxxx Bain Investors, as applicable, shall purchase the Executive Incentive Securities from such holder(s) pro rata according to the number of Executive Incentive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).