Common use of Effect of Accounting Principles Clause in Contracts

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) that the provisions of this Section 4 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase by the Company of exercisable Options: With respect to any exercisable Options, upon the occurrence of the applicable event giving rise to the Section 4 Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Call Period shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Notice, purchase all or any portion of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) or Section 4(c), as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) Board based on the advice of the Company’s accountants that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Management Stockholder’s rights thereunder or a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in Board, after consultation with its auditors) the Chief Financial Officer of the Company, that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB Statement No. 123R, Share-Based PaymentASC 718), including any amendments and interpretations thereto, then the Company shall be required to advise the Management Stockholder Entities of this determination (x) in order to allow the Management Stockholder Entities to exercise their rights under Section 4 and (y) in order for the Company to exercise its rights under Section 5 (but only to the extent that the Company notifies the Management Stockholder Entities of its intent to exercise its rights under Section 5), and then in any such case the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Management Stockholder’s rights thereunder or a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (any such shares of StockStock so acquired, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 thirty (30) days following the date that is six (6) months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) Board that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Management Stockholder’s rights thereunder or a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 5 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) Board that any of the provisions of this Section 4 5 would result in any of the Options Stock or Equity Awards being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 5 may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event giving rise to the Section 4 a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Call Period shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice, purchase all or any portion of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) or Section 4(c), as applicable5.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in Board, after consultation with its auditors) the Chief Financial Officer of the Company, that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB Statement No. 123R, Share-Based PaymentASC 718), including any amendments and interpretations thereto, then the Company shall be required to advise the Executive Stockholder Entities of this determination (x) in order to allow the Executive Stockholder Entities to exercise their rights under Section 4 and (y) in order for the Company to exercise its rights under Section 5 (but only to the extent that the Company notifies the Executive Stockholder Entities of its intent to exercise its rights under Section 5), and then in any such case the following terms shall apply in lieu apply: (i) any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: With pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Executive Stockholder Entities for at least six months (or such lesser period as is determined necessary by the Company’s accountants to avoid liability accounting); and (ii) with respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Executive Stockholder’s rights thereunder or a Call Event, the Management Executive Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Award Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Executive Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (any such shares of StockStock so acquired, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 thirty (30) days following the date that is six (6) months after the receipt by the applicable Management Executive Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Executive Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 6 or 7 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) Board that any of the provisions of this either of Section 4 6 or 7 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 6 or 7, as applicable, may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 6 giving rise to the Section 4 Management Stockholder’s rights thereunder or a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 6) all (in the case of a purchase pursuant to Section 6) or all or any portion (in the case of a purchase pursuant to Section 7) of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 6 or Section 4(c)7, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) that the provisions of this Section 4 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase by the Company of exercisable Options: With respect to any exercisable Options, upon the occurrence of the applicable event giving rise to the Section 4 Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, reduced by a number of shares of Stock having an aggregate Fair Market Value equal to the minimum withholding tax obligation that would otherwise be required to be paid by the Management Stockholder Entity to the Company; which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Call Period shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Notice, purchase all or any portion of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) or Section 4(c), as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) Board that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu apply: (i) Any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Management Stockholder Entities for at least six (6) months; and (ii) With respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Management Stockholder’s rights thereunder or a Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Award Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price described in (x) is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 thirty (30) days following the date that is six (6) months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.

Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 or 5 to the contrary, in the event that it is determined by the Company (in Board, after consultation with its auditors) the Chief Financial Officer of the Company, that any of the provisions of this either of Section 4 or 5 would result in any of the Options being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB Statement No. 123R, Share-Based PaymentASC 718), including any amendments and interpretations thereto, then the Company shall be required to advise the Executive Stockholder Entities of this determination (x) in order to allow the Executive Stockholder Entities to exercise their rights under Section 4 and (y) in order for the Company to exercise its rights under Section 5 (but only to the extent that the Company notifies the Executive Stockholder Entities of its intent to exercise its rights under Section 5), and then in any such case the following terms shall apply in lieu apply: (i) any shares of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase Stock that are to be purchased by the Company of exercisable Options: With pursuant to Section 4 or 5, as applicable, may only be so purchased if and when such shares have been held by the applicable Executive Stockholder Entities for at least six months; and (ii) with respect to any exercisable Options, upon the occurrence of the applicable event identified in Section 4 giving rise to the Section 4 Executive Stockholder’s rights thereunder or a Call Event, the Management Executive Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option AgreementAward Agreements, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Executive Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (any such shares of StockStock so acquired, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Put Period or the Call Period Period, as applicable, shall be deemed to be the period that is 30 thirty (30) days following the date that is six (6) months after the receipt by the applicable Management Executive Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Repurchase Notice (or upon delivery of a Redemption Notice), purchase (or be required to purchase in the case of Section 4) all (in the case of a purchase pursuant to Section 4) or all or any portion (in the case of a purchase pursuant to Section 5) of the Net Settled Stock held by the applicable Management Executive Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) 4 or Section 4(c)5, as applicable.