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 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 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 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, (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 Incentive Securities to be acquired, the aggregate consideration to be paid for such Incentive Securities the Board’s determination of Fair Market Value in accordance with Section 10(a) (if any 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 Incentive Securities is held by Permitted Transferees, the Company or the Xxxx Investors, as applicable, shall purchase the Incentive Securities from such holder(s) pro rata according to the number of 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 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 Incentive 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 Incentive Executive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) with respect to Unvested Post-Termination Securities during in the 180-day period commencing on the earlier case of unvested Performance Vesting Incentive Securities, within 180 days of the date such Securities vest and the expiration of the Post Investment Termination Period, Date or (iii) during the within 180 day period following days of a Change in 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, 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 Incentive Executive Securities to be acquired, the aggregate consideration to be paid for such Incentive Securities Executive Securities, the Board’s determination of Fair Market Value in accordance with Section 10(a9(a) (if any Incentive Security 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 Incentive Executive Securities is held by Permitted Transferees, the Company or the Xxxx Investors, as applicable, shall purchase the Incentive Executive Securities from such holder(s) pro rata according to the number of Incentive 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 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 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 Incentive Securities such Executive Securityholders (i) subject to clauses (ii), (iii) and (iv) below, 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 Control or Public Offering, in relation with respect to any Performance Vesting Incentive Securities 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 in relation to (each of the MCV Securitiesforegoing 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 Incentive Securities to be acquired, the aggregate consideration to be paid for such Incentive Securities Securities, the Board’s determination of Fair Market Value in accordance with Section 10(a) (if any Incentive Security 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 Incentive Securities is held by Permitted Transferees, the Company or the Xxxx Bain Investors, as applicable, shall purchase the Incentive Securities from such holder(s) pro rata according to the number of 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).