Common use of Company Call Rights Clause in Contracts

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.

Company Call Rights. (i) In the event that that, prior to the consummation of a Qualified Public Offering, 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 Class B Shares held by such Management Holder (including any shares of Common Stock Class B Shares received upon a distribution from any deferred compensation plan or any shares of Common Stock Class B Share then issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 6 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 Class B Shares received by a Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i6(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder.

Company Call Rights. (i) In the event that that, prior to the consummation of a Qualified Public Offering, a Senior 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 Senior 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 Senior Management Holder) in accordance with this Section 5 6 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 To the extent necessary to comply with Section 409A of the Code, with respect to shares of Common Stock received by a Senior Management Holder upon exercise of any Options, the provisions of this Section 5(a)(i6(a)(i) shall cease to apply on the ten-year anniversary of the grant of such Options to such Management Holder.