Common use of Call Clause in Contracts

Call. The provisions of this Section 8 shall cease to apply subsequent to the later of (i) one hundred (100) days following a Public Offering, or (ii) the fifth anniversary of the date hereof. (a) On or after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Optionee’s termination of employment for any reason (or, if later, for a period of 200 days from the last date the Optionee exercised an Option), and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his Units at a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right); provided, however, that in the event of a Optionee’s termination of employment by the Company for Cause, then the purchase price per Unit shall be the lesser of (A) Cost or (B) Fair Market Value. (b) If and to the extent the Options remain exercisable following the Optionee’s termination of employment, as provided in Section 7, the Company shall, after an Optionee’s employment has terminated for any reason, have the right and option to purchase and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the product of the (i) the excess of Fair Market Value over the Exercise Price, and (ii) the number of Units for which such Option was exercisable. (c) If the Company desires to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such Units. The closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase. (d) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 hereof, the Company shall pay the purchase price for such Units, by the Company’s delivery of a bank cashier’s check or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate of the Company to the Company in connection therewith) would exist, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Price (such excess being the “Spread”)) shall be made, to the extent such payment is not prohibited by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate of the Company to the Company in connection therewith) in a Financing Default, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchase.

Call. The provisions of this Section 8 shall cease to apply subsequent (a) Except as otherwise agreed in writing between the Company and any Management Investor, the Company (and, to the later extent provided in Section 5.4, the Silver Lake Investors) shall have the right, but not the obligation, by one (1) or more written notices delivered to a Management Investor on or prior to the Call Termination Date, to purchase, from time to time, all or any portion of (i) one hundred (100) days following a Public Offering, the Incentive Shares owned by the Call Group for such Management Investor if the employment or service of the Applicable Employee of such Management Investor with the Company and all of its Subsidiaries shall terminate or end for any reason whatsoever at any time and/or (ii) the fifth Investment Shares owned by the Call Group for such Management Investor if (A) the Company and all of its Subsidiaries terminate the employment or service of the Applicable Employee of such Management Investor for Cause or (B) the Applicable Employee of such Management Investor resigns from the Company and its Subsidiaries without Good Reason, in each case on or prior to the second anniversary of the date hereof. Merger (a) On including, as provided herein, following the exercise of any Options or after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the similar purchase right and option subsequent to purchase for a period of 90 days from the date of the Optionee’s such termination of employment for any reason or service) (orcollectively, if lateras applicable, for a period of 200 days from the last date “Call Shares”) at the Optionee exercised an Option), applicable Call Shares Price upon the terms and if the Company exercises such right each Optionee shall be required to sell subject to the Company, any or all of his Units at conditions set forth in this Article V (a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right“Call”); provided, however, that in the no event of a Optionee’s termination of employment by shall the Company (and/or, to the extent provided in Section 5.4, the Silver Lake Investors) be entitled to deliver any such notice with respect to any Call Share (including any Call Share that is issued upon the exercise of an Option) unless and until such Call Share has been issued, vested (if applicable) and outstanding for Causeat least six (6) months, then after which the purchase price per Unit Company (and/or, to the extent provided in Section 5.4, the Silver Lake Investors) shall be entitled to deliver any such notice on or prior to the lesser Call Termination Date and effectuate a Call of (A) Cost or (B) Fair Market Valuesuch Call Shares. (b) If and Upon the exercise of a Call with respect to the extent the Options remain exercisable following the Optionee’s termination of employmentany Call Shares pursuant to this Section 5.2, as provided in Section 7, (i) the Company shall, as soon as reasonably practical after an Optionee’s employment has terminated the Call Date, purchase such Call Shares from the Call Group of such Management Investor, as applicable, for the Call Shares Price, in each case (x) payable in cash and (y) minus any reason, have the right and option to purchase and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the product of the (i) the excess of Fair Market Value over the Exercise Priceapplicable tax withholdings, and (ii) each member of the number Call Group of Units for which such Option was exercisable. (c) If Management Investor shall, simultaneously therewith, transfer such Call Shares to the Company desires free and clear of all Encumbrances by delivering to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date such instruments of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such Units. The closing of the purchase transfer as shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase. (d) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 hereof, the Company shall pay the purchase price for such Units, reasonably be requested by the Company’s delivery of a bank cashier’s check or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate of the Company to the Company in connection therewith) would exist, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Price (such excess being the “Spread”)) shall be made, to the extent such payment is not prohibited by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate of the Company to the Company in connection therewith) in a Financing Default, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchase.

Call. The provisions of this Section 8 shall cease to apply subsequent to the later of (i) one hundred (100) days following a Public Offering, or (ii) the fifth anniversary of the date hereof. (a) On or after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Optionee’s termination of employment for any reason (or, if later, for a period of 200 days from the last date the Optionee exercised an Option), and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his Units at a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right); provided, however, that in the event of a Optionee’s termination of employment by the Company for Cause, then the purchase price per Unit shall be the lesser of (A) Cost or (B) Fair Market Value. (b) If and to the extent the Options remain exercisable following the Optionee’s termination of employment, as provided in Section 7, the Company shall, after an Optionee’s employment has terminated for any reason, have the right and option to purchase and if the Company exercises such right each right, Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the product of the (i) the excess of Fair Market Value over the Exercise Option Price, and (ii) the number of Units for which such Option was exercisable. (c) If the Company desires to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such UnitsUnits to Optionee. The closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase. The purchase price of such Options or Units shall be paid only by delivery of a cashier’s check or a certified check. (d) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 hereof, the Company shall pay the purchase price for such Units, by the Company’s delivery of a bank cashier’s check or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate of the Company to the Company in connection therewith) would exist, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Option Price (such excess being the “Spread”)) shall be made, to the extent such payment is not prohibited by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate of the Company to the Company in connection therewith) in a Financing Default, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchase.

Call. The provisions (a) In the event of this Section 8 shall cease to apply subsequent the death of a Management Stockholder, then at any time within one year of such event, the Company may, at its sole option, purchase all of the Common Stock and any Options owned by the estate of such Management Stockholder and the Permitted Transferees of such Management Stockholder, and the estate of such Management Stockholder and the Permitted Transferees of such Management Stockholder shall, upon the exercise of such call option, sell to the later Company all of (i) one hundred (100) days following such Common Stock and any such Options, at a Public Offeringprice per share equal to the Fair Market Value of such share of Common Stock and at a purchase price for each Option, or (ii) if any, equal to the fifth anniversary Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date hereofof such death. (b) The call option of the Company pursuant to paragraph (a) On or above shall be exercised by delivery of written notice to the estate of such Management Stockholder and the Permitted Transferees of such Management Stockholder, within such applicable one year period, specifying a date not less than 60 and no more than 90 days after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Optionee’s termination of employment for any reason (or, if later, for a period of 200 days from the last such notice on which date the Optionee exercised an Option), estate of such Management Stockholder and if the Company exercises Permitted Transferees of such right each Optionee Management Stockholder shall be required to sell to the Company, Company the Common Stock and any or all of his Units at a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right); provided, however, that in the event of a Optionee’s termination of employment Options owned by the Company for Cause, then the purchase price per Unit shall be the lesser estate of (A) Cost or (B) Fair Market Valuesuch Management Stockholder and his Permitted Transferees. (ba) If and to At the extent the Options remain exercisable following the Optionee’s termination of employment, as provided in Section 7, the Company shall, after an Optionee’s employment has terminated for any reason, have the right and option to purchase and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the product of the (i) the excess of Fair Market Value over the Exercise Price, and (ii) the number of Units for which such Option was exercisable. (c) If the Company desires to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such Units. The closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving shares of notice Common Stock and any Options owned by the Company estate of its a Management Stockholder and the Permitted Transferees pursuant to the exercise of its a put or call option to purchase. (dunder Section 5.1(a) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 5.2(a) hereof, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of such purchase price then permitted to be paid in cash by the Company's lenders, with the balance payable by delivery of a Subordinated Promissory Note of the Company as described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the purchase price for such Units, in cash to the maximum extent possible. (b) In the event the Fair Market Value of shares of Common Stock owned by the Company’s estate of such Management Stockholder and the Permitted Transferees or issuable under any Options owned by the estate of such Management Stockholder shall not be agreed upon by the parties within 30 days after the mailing of the applicable put or call notice, then the Fair Market Value of such shares shall be determined in the manner specified in Section 4.3(a) hereof, with the cost of such determination borne in the manner set forth in such Section. (c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 5 shall be held at the principal place of business of the Company on the date specified in the applicable put or call notice, or 15 days after the final determination of the purchase price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by the estate of a bank cashier’s check such Management Stockholder and the Permitted Transferees of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options. (d) Notwithstanding anything to the contrary herein, the exercise of rights to purchase or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate the requirement of the Company to purchase shares of Common Stock and any Options pursuant to this Section 5 shall be subject to limitations, if any, imposed upon the Company in connection therewith) would existunder applicable law or, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Price (such excess being the “Spread”)) shall be made, subject to the extent such payment is not prohibited Company's obligations in respect of seeking waivers from its lenders as provided in Section 5.3(a) hereof, by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate agreements with the Company's lenders then in effect, including, without limitation, restrictions on the ability of the Company to pay the Company in connection therewith) in a Financing Default, by the Company’s delivery cash portion of a junior subordinated promissory note (which shall be subordinated any put or call and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary ability to pay principal or interest under the Subordinated Promissory Note during the existence of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of default under such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchaselender's agreements.

Call. The provisions of this Section 8 shall cease to apply subsequent to the later of (i) one hundred (100) days following a Public Offering, or (ii) the fifth anniversary of the date hereof.. X. Xxxxxxxx Time-Based Option Exhibit 10.14 (a) On or after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Optionee’s termination of employment for any reason (or, if later, for a period of 200 days from the last date the Optionee exercised an Option), and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his Units at a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right); provided, however, that in the event of a Optionee’s termination of employment by the Company for Cause, then the purchase price per Unit shall be the lesser of (A) Cost or (B) Fair Market Value. (b) If and to the extent the Options remain exercisable following the Optionee’s termination of employment, as provided in Section 7, the Company shall, after an Optionee’s employment has terminated for any reason, have the right and option to purchase and if the Company exercises such right each right, Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the product of the (i) the excess of Fair Market Value over the Exercise Option Price, and (ii) the number of Units for which such Option was exercisable. (c) If the Company desires to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such UnitsUnits to Optionee. The closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase.. The purchase price of such Options or Units shall be paid only by delivery of a cashier’s check or a certified check (d) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 hereof, the Company shall pay the purchase price for such Units, by the Company’s delivery of a bank cashier’s check or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate of the Company to the Company in connection therewith) would exist, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Option Price (such excess being the “Spread”)) shall be made, to the extent such payment is not prohibited by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate of the Company to the Company in connection therewith) in a Financing Default, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchase.

Call. The provisions of this Section 8 shall cease to apply subsequent to the later of (i) one hundred (100) days following a Public Offering, or (ii) the fifth anniversary of the date hereof. (a) On or after the date the Optionee exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Optionee’s termination of employment for any reason (or, if later, for a period of 200 days from the last date the Optionee exercised an Option), and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his Units at a price per Unit equal to the Fair Market Value (as of the date the Company exercises such right); provided, however, that in the event of a Optionee’s termination of employment by the Company for Cause, then the purchase price per Unit shall be the lesser of (A) Cost or (B) Fair Market Value. (b) If and to the extent the Options remain exercisable following the Optionee’s termination of employment, as provided in Section 7, the Company shall, after an Optionee’s employment has terminated for any reason, have the right and option to purchase and if the Company exercises such right each Optionee shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the X. Xxxxxxx Performance-Based (MOIC) Option Exhibit 10.15 product of the (i) the excess of Fair Market Value over the Exercise Price, and (ii) the number of Units for which such Option was exercisable. (c) If the Company desires to exercise its right to purchase any Options or Units pursuant to this Section 8, the Company shall, not later than 60 days after the date of the Optionee’s termination of employment (or, with respect to Section 8(a), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such Units. The closing of the purchase shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase. (d) The Company shall have the right to assign any or all of its rights to purchase Options and/or Units pursuant to this Section 8; provided, however, that the assignee of such rights may purchase Options and/or Option Units only by delivery of a cashier’s check or a certified check. If at any time the Company elects to purchase any Units pursuant to Section 8 hereof, the Company shall pay the purchase price for such Units, by the Company’s delivery of a bank cashier’s check or certified check; provided that if a Financing Default exists or, after giving effect to such payment (including any distribution or loan from an affiliate of the Company to the Company in connection therewith) would exist, which prohibits such cash payment, the portion of the cash payment so prohibited (which may not exceed 55% of the excess of the purchase price over the Exercise Price (such excess being the “Spread”)) shall be made, to the extent such payment is not prohibited by a Financing Default or would not result (after giving effect to any distributions or loans from an affiliate of the Company to the Company in connection therewith) in a Financing Default, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of all indebtedness of the Company) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the amount of the purchase price which cannot be paid in cash (which may not exceed 55% of the Spread), payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the prime rate listed in the Wall Street Journal (“WSJ”) on the date of issuance. If the Company will pay any portion of the purchase price for Units with a Junior Subordinated Note, the Company shall give the Optionee notice of the amount of such note (which may not exceed 55% of the Spread) at least 20 days prior to such purchase.