Common use of Company Call Rights Clause in Contracts

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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances.

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 reasonreason other than a Qualifying Termination, 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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances. (c) Notwithstanding anything contained herein to the contrary, if at any time following Grantee’s Termination for any reason, Grantee engages in activity that would otherwise constitute a breach of Exhibit 2 (“Restrictive Covenants”) if undertaken during the applicable time period set forth therein, 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, such repurchase to be undertaken in a manner consistent with Section 3.2(b) (without regard to the duration of the call period specified therein).

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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances. (c) In the event that (i) any Incentive Units are repurchased by the Company pursuant to the LLC Agreement during the Performance Tail Period, (ii) a Company Sale is subsequently consummated during the Performance Tail Period, and (iii) the consideration that could reasonably be expected to have been received in respect of the Incentive Units in connection with the Company Sale (including any Deferred Consideration) is higher than the amount paid in the repurchase transaction, then at the consummation of the Company Sale the Company shall pay Grantee an amount equal to such excess (provided, however, that any payments in respect of any Deferred Consideration will be paid to Grantee if and when received by the Company or its equity holders but in all events consistent with Section 409A of the Code).

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 most recent Section 409A valuation obtained by Chloe, subject to the sole discretion of an Incentive Unit on the date of repurchaseBoard (the “Repurchase Valuation”). 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; or (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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.23, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances.

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 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, it being understood that the Company may not repurchase any of the Incentive Units held by the Grantee after the last date provided for herein. 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; or (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 (iiiii) of this Section 3.2(b), as determined in the sole discretion of the Board of Directors 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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances. (c) In the event that (i) any Incentive Units are repurchased by the Company pursuant to the LLC Agreement, (ii) a Company Sale is subsequently consummated during the six month period following any such repurchase transaction, and (iii) the consideration that could reasonably be expected to have been received in respect of the Incentive Units in connection with the Company Sale (including any Deferred Consideration) is higher than the amount paid in the repurchase transaction, then at the consummation of the Company Sale the Company shall pay Grantee an amount equal to such excess (provided, however, that any payments in respect of any Deferred Consideration will be paid to Grantee if and when received by the Company or its equity holders but in all events consistent with Section 409A of the Code).

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 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, it being understood that the Company may not repurchase any of the Incentive Units held by the Grantee after the last date provided for herein. 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; or (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 (iiiii) of this Section 3.2(b), as determined in the sole discretion of the Board of Directors 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 reasonable costs and expenses of the Grantee in connection with the sale to such designee that the Grantee would not have otherwise incurred in connection with a sale to the Company. All references to the Company in this Section 3 shall refer to such designee as the context requires. The Grantee agrees to take all necessary and reasonable actions as directed by the Company in connection with the consummation of a repurchase pursuant to this Section 3.2, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, the Company shall be entitled to receive customary representations and warranties from the Grantee regarding the Incentive Units being repurchased including, but not limited to, the representation that the Grantee has good and marketable title to the Incentive Units to be repurchased free and clear of all liens, claims and other encumbrances. (c) In the event that (i) any Incentive Units are repurchased by the Company pursuant to the LLC Agreement during the Tail Period or Performance Tail Period, (ii) a Company Sale is subsequently consummated during the Tail Period or Performance Tail Period, and (iii) the consideration that could reasonably be expected to have been received in respect of the Incentive Units in connection with the Company Sale (including any Deferred Consideration) is higher than the amount paid in the repurchase transaction, then at the consummation of the Company Sale the Company shall pay Grantee an amount equal to such excess (provided, however, that any payments in respect of any Deferred Consideration will be paid to Grantee if and when received by the Company or its equity holders but in all events consistent with Section 409A of the Code).