Common use of Call Rights and Forfeiture Clause in Contracts

Call Rights and Forfeiture. (a) (i) When used in this Agreement, the term “Employment” or “Employed” refers to the employment of the Management Members, managers or any other individual having a service relationship with the Company or one of its Subsidiaries, including, in the case of a non-employee director or manager, such service as a director or manager. Employment will be deemed to continue so long as the Management Member or a manager is employed by, or otherwise is providing services to, the Company or its Subsidiaries in any capacity. If a Management Member’s or manager’s Employment is with a Subsidiary of the Company and that entity ceases to be a Subsidiary of the Company, the Management Member’s or manager’s Employment will be deemed to have terminated when the entity ceases to be a Subsidiary of the Company unless his or her Employment is transferred to the Company or one of its remaining Subsidiaries. For the avoidance of doubt, it is intended that the Employment status of the Management Member or manager that is referred to in this Agreement will continue to refer to the Employment status of the original Management Member or manager even if such Management Member’s Units have been transferred to another holder (a “Management Units Transferee”). Upon any Management Member or manager ceasing to be Employed by the Company or one of its Subsidiaries (a “Terminated Employee”) for any reason (a “Termination Event”), subject to the provisions of Sections 3.5(a)(ii), 3.5(a)(iii) and 3.5(b), except as may be mutually agreed in writing between the Company and such Terminated Employee pursuant to the Terminated Employee’s Award Agreement, employment agreement or manager service agreement or otherwise, the Company may, but shall not be required to, elect to purchase (or elect to have one or more designee(s) purchase, as provided in Section 3.5(a)(iii) below) and, if such option is exercised, such Terminated Employee or the Management Units Transferee shall sell to the Company (or the designee(s), if the Company so elects) all or any portion of the vested Management Units owned by such Management Member or the Management Units Transferee (the “Termination Securities”) on the date of the occurrence of such Termination Event (the “Termination Date”) at a price per Termination Security equal to the Termination Price (as determined pursuant to Section 3.5(c) below) and in connection with such repurchase shall execute a general release in favor of the Company, its officers, employees, and Members (including the Managing Member) (which such release shall be in a form reasonably acceptable to the Company) and such Members’ respective Affiliates, equityholders, managers, partners, directors, officers and employees.

Call Rights and Forfeiture. (a) (i) When used in this Agreement, the term “Employment” or “Employed” refers to the employment of the Management Members, managers Managers or any other individual having a service relationship with the Company or one of its Subsidiaries, including, in the case of a non-employee director or manager, such service as a director or manager. Employment will be deemed to continue so long as the Management Member or a manager Manager is employed by, or otherwise is providing services to, the Company or its Subsidiaries in any capacity. If a Management Member’s or managerManager’s Employment is with a Subsidiary of the Company and that entity ceases to be a Subsidiary of the CompanySubsidiary, the Management Member’s or managerManager’s Employment will be deemed to have terminated when the entity ceases to be a Subsidiary of unless the Company unless Management Member or Manager transfers his or her Employment is transferred to the Company or one of its remaining Subsidiaries. For the avoidance of doubt, it is intended that the Employment status of the Management Member or manager Manager that is referred to in this Agreement will continue to refer to the Employment status of the original Management Member or manager Manager even if such Management Member’s or Manager’s Units have been transferred to another holder (a “Management Units Transferee”). Upon any Management Member or manager Manager ceasing to be Employed by the Company or one of its Subsidiaries (a “Terminated Employee”) for any reason (a “Termination Event”), subject to the provisions of Sections 3.5(a)(ii), 3.5(a)(iii) and 3.5(b), except as may be mutually agreed in writing between the Company and such Terminated Employee pursuant to the Terminated Employee’s Award Agreement, employment agreement or manager Manager service agreement or otherwise, the Company may, but shall not be required to, elect to purchase (or elect to have one or more designee(s) purchase, as provided in Section 3.5(a)(iii) below) and, if such option is exercised, such Terminated Employee or the Management Units Transferee shall sell to the Company (or the designee(s), if the Company so elects) all or any portion of the vested Management Units owned by such Management Member or such Manager or the Management Units Transferee (the “Termination Securities”) on the date of the occurrence of such Termination Event (the “Termination Date”) at a price per Termination Security equal to the Termination Price (as determined pursuant to Section 3.5(c) below) and in connection with such repurchase shall execute a general release in favor of the Company, its officers, employees, members of the Board and Members (including the Managing Member) (which such release shall be in a form reasonably acceptable to the Company) and such Members’ respective Affiliates, equityholders, managers, partners, directors, officers and employees.

Call Rights and Forfeiture. (a) (i) a. i. When used in this Agreement, the term “Employment” or “Employed” refers to the employment of the Management Members, managers Managers or any other individual having a service relationship with the Company or one of its Subsidiaries, including, in the case of a non-employee director or manager, such service as a director or manager. Employment will be deemed to continue so long as the Management Member or a manager Manager is employed by, or otherwise is providing services to, the Company or its Subsidiaries in any capacity. If a Management Member’s or managerManager’s Employment is with a Subsidiary of the Company and that entity ceases to be a Subsidiary of the CompanySubsidiary, the Management Member’s or managerManager’s Employment will be deemed to have terminated when the entity ceases to be a Subsidiary of unless the Company unless Management Member or Manager transfers his or her Employment is transferred to the Company or one of its remaining Subsidiaries. For the avoidance of doubt, it is intended that the Employment status of the Management Member or manager Manager that is referred to in this Agreement will continue to refer to the Employment status of the original Management Member or manager Manager even if such Management Member’s or Manager’s Units have been transferred to another holder (a “Management Units Transferee”). Upon any Management Member or manager Manager ceasing to be Employed by the Company or one of its Subsidiaries (a “Terminated Employee”) for any reason (a “Termination Event”), subject to the provisions of Sections 3.5(a)(ii), 3.5(a)(iii) and 3.5(b), except as may be mutually agreed in writing between the Company and such Terminated Employee pursuant to the Terminated Employee’s Award Agreement, employment agreement or manager Manager service agreement or otherwise, the Company may, but shall not be required to, elect to purchase (or elect to have one or more designee(s) purchase, as provided in Section 3.5(a)(iii) below) and, if such option is exercised, such Terminated Employee or the Management Units Transferee shall sell to the Company (or the designee(s), if the Company so elects) all or any portion of the vested Management Units owned by such Management Member or such Manager or the Management Units Transferee (the “Termination Securities”) on the date of the occurrence of such Termination Event (the “Termination Date”) at a price per Termination Security equal to the Termination Price (as determined pursuant to Section 3.5(c) below) and in connection with such repurchase shall execute a general release in favor of the Company, its officers, employees, members of the Board and Members (including the Managing Member) (which such release shall be in a form reasonably acceptable to the Company) and such Members’ respective Affiliates, equityholders, managers, partners, directors, officers and employees.