Company Call Rights. Upon a termination of the Participant's Employment for any reason prior to the existence of a Public Market, the Company shall have the right, in its sole discretion, during the ninety-day period immediately following the date of termination (the "Option Call Period"), to purchase for cash any portion of the Option that has become exercisable on or before the date of such termination of Employment for a purchase price equal to the Option Spread, if any, determined as of the Valuation Date immediately preceding the date that the Company exercises its right to purchase such Option multiplied by the number of shares of Common Stock underlying such portion of the Option. Upon notice that the Company is exercising its right to purchase such portion of the Option, such Option shall no longer be exercisable by the Participant (unless otherwise agreed by the Company) and, upon payment by the Company, such Option shall immediately become void and cancelled, without any further action by the Participant or the Company or otherwise. Such payment shall be made within ten days after the date that the Company notifies the Participant that it is exercising its right to purchase the Option hereunder, provided that the Company may delay any such payment in the event such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Company or any of its Affiliates and in effect on such date (hereinafter a "Financing Agreement"). In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Participant if no delay had occurred plus interest for the period from the date on which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the "Delay Period"), calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board. The Company may deduct f...
Company Call Rights. (i) In the event that a Management Holder’s employment is terminated by the Company or, if applicable, an Affiliate thereof, for Cause or is terminated by such Management Holder without Good Reason, then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for the lesser of (i) Original Cost and (ii) Fair Market Value. If Fair Market Value was determined at any time during the twelve-month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date. Only to the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder.
(ii) In the event that a Management Holder’s employment is terminated other than as described in Section 5(a)(i), then the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Management Holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any shares of Common Stock then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for Fair Market Value. If Fair Market Value was determined at any time during the twelve month period prior to such closing date, the Fair Market Value as of such closing date shall be deemed to equal the most recent determination of Fair Market Value during such twelve-month period unless the Board, in its sole discretion, otherwise elects to recalculate the Fair Market Value as of such closing date.
(iii) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) ...
Company Call Rights. (a) Except as otherwise provided in this Unit Agreement and as otherwise provided herein, in the event of the Grantee’s Termination for any reason, the Company may repurchase from the Grantee and/or, as applicable, any of his or her Permitted Transferees the Vested Portion of each Incentive Unit based on the Fair Market Value of an Incentive Unit on the date of repurchase. For purposes of this Section 3.2, all requirements of a Grantee shall apply equally in full force and effect with respect to any Permitted Transferee.
(b) The Company shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of the Grantee’s Termination, in which to give notice in writing to the Grantee of the Company’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, the Company may elect to repurchase any of the Incentive Units of the Grantee and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to the Company’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to the Grantee of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of the Grantee; (ii) by the cancellation of any indebtedness owed by the Grantee to the Company or any of its Subsidiaries; (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of a Company Sale; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.2(b), as determined in the sole discretion of the Company. The Company may choose to have a designee purchase any Incentive Units elected by it to be purchased hereunder so long as the Company shall bear any r...
Company Call Rights. (i) From and after a Bankruptcy Event with respect to any Management Holder, the Company (or at its option, any of its Subsidiaries) shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution of any deferred compensation plan or any Common Stock issuable upon exercise of any Options held by any such Management Holder) in accordance with this Section 6 for Fair Market Value.
(ii) Following the occurrence of any of a Bankruptcy Event as set forth in Section 6(a)(i, the Company or any of its Subsidiaries may exercise its right of repurchase (a “Call Right”) until the date occurring ninety (90) days after the relevant Bankruptcy Event; provided, however, that with respect to shares of Common Stock acquired by a Management Holder after such Bankruptcy Event (whether by exercise of Options, distribution of shares from any equity compensation plan, deferred compensation plan or otherwise), the Company or any of its Subsidiaries may exercise its right to purchase such shares of Common Stock until the date occurring six (6) months after the acquisition of such shares of Common Stock by such Management Holder.
Company Call Rights. From and after any exercise of the Option, the Company will have the right (but not the obligation) to purchase all or any part of the Purchased Option Shares upon the terms set forth in Section 7. The Company may exercise its right to purchase on or after the date that the Optionee exercises the Option, whether through a single purchase of all Purchased Option Shares or through multiple purchases of Purchased Option Shares completed on different dates.
Company Call Rights. To the extent the Shareholder does not exercise his put right pursuant to Section 1.02, the Company shall have the right to purchase the Shares. The Company must deliver written notice of such exercise (a “Call Notice”) to the Shareholder on or before the date ten (10) days after the first anniversary of the Effective Date. If the Company does not deliver a Call Notice on or before the date ten (10) days after the first anniversary of the Effective Date, the Company’s call right pursuant to this Section 1.04 shall be forfeited and of no force and effect. Upon receipt of such a Call Notice by the Shareholder from the Company within the time period specified above, the Shareholder shall sell, and the Company shall purchase, all of the Shares free and clear of all liens and encumbrances, and the sale and purchase shall be closed within thirty (30) days after the date of receipt of the Call Notice. The purchase price for the Shares shall be the Purchase Price.
Company Call Rights. In the event of the Participant's termination of employment by the Company for Cause, the Company may repurchase from the Participant any shares of Common Stock previously acquired by the Participant through the award of Restricted Stock under the Plan at a repurchase price equal to the lesser of (i) the par value paid for such Restricted Stock or (ii) the Fair Market Value of a Share as of the date of termination.
Company Call Rights. (a) In the event of the termination of the Executive's Service by the Company for Cause or in the event the Executive voluntary resigns from Service, the Company may at any time within the ten (10) month period following the later of the date of such termination or resignation or the date the Executive acquires shares of Common Stock upon exercise of the Option following such termination or resignation: (i) repurchase from the Executive the outstanding vested portion of the Option based on the difference between the Exercise Price and the Fair Market Value on the date of repurchase and (ii) repurchase from the Executive any shares of Common Stock previously acquired by the Executive through the exercise of the Option that are held by the Executive for at least six (6) months and one (1) day after the date of exercise, at a repurchase price equal to Fair Market Value on the date of repurchase.
(i) If the Company elects to exercise call rights under this Section 7, it shall do so by delivering to the Executive a notice of such election, specifying the number of shares to be purchased and such closing date and time that is within the ten (10) month period. Such closing shall take place at the Company's principal executive offices.
(ii) At such closing, the Company will pay the Executive the repurchase price as specified in this Section 7 in cash, or by cancellation of indebtedness of the Executive to the Company.
(c) Notwithstanding the foregoing, the Company shall cease to have rights pursuant to this Section on and after the initial public offering of the Common Stock.
Company Call Rights. The Company or its assignee shall have the option (but not the obligation) to repurchase all or any portion of the Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the terms of this Option, on the terms and conditions set forth below, on and after the termination of Employee’s service with the Company for any reason whatsoever (the “Termination Date”). The Company or its assignee may elect, on and after the Termination Date, to repurchase any of the Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the exercise of the Option by giving Employee or Employee’s successor on Employee’s death written notice of exercise of its repurchase right hereunder no earlier than six (6) months following the date the Option is deemed exercised (or such other date as is necessary to avoid adverse accounting consequences as the result of the Company’s repurchase right hereunder). The Company or its assignee shall have the option to repurchase the Class A Units from Employee or Employee’s successor on Employee’s death, as the case may be, at their then fair market value which is equal to the Liquidation FMV of the Class A Units as defined by the Equity Incentive Plan. “Liquidation FMV” under the Equity Incentive Plan means the amount that would be received in respect of such Class A Units if all of the Company’s assets were sold at fair market value and the proceeds distributed in complete liquidation of the Company. The Liquidation FMV shall be payable, at the option of the Company or its assignee, by check or wire transfer. Notwithstanding the foregoing, the Company or its assignee shall have the right to pay all or any portion of the Liquidation FMV by issuing to Employee or Employee’s successor on Employee’s death an unsecured promissory note which shall accrue interest at the national prime rate as reflected in The Wall Street Journal on the date of exercise of the repurchase right and shall be payable in twelve (12) equal monthly installments of principal and interest, commencing one (1) month following the date of exercise of the repurchase right. Employee or Employee’s successor on Employee’s death hereby acknowledges that any Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the Option may not be sold or otherwise transferred other than as set forth in the Operating Agreement or by operation of law.”
Company Call Rights. 9 (a) Call Notice........................................................................................9 (b) Call Closing......................................................................................10 (c) Adjustment of Fair Value Per Share................................................................10 5. Miscellaneous..........................................................................................11 (a) Amendment and Waiver..............................................................................11 (b)
