Common use of Exercise of Call Option Clause in Contracts

Exercise of Call Option. The LLC (by action of the Board) may elect to purchase (and/or elect to give one or more assignees of the LLC the right to elect to purchase) all or any portion of the Executive Securities by delivering written notice (the “Call Notice”) to the holder or holders of such Executive Securities within sixty (60) days after termination of Executive’s employment with the Company Parties. The Call Notice shall set forth the number, type, and class of Executive Securities (including, if applicable, the number of Unvested Securities and/or Vested Securities) to be acquired from each such holder and, in the event that all of the Executive Securities to be repurchased are Unvested Securities, the time and place for the closing of the transaction, which date shall not be more than thirty (30) days nor less than five (5) days after the delivery of such Call Notice; provided that the LLC or any other purchaser may elect to require that such Transfer be consummated effective as of the first day of the next succeeding month. The Executive Securities to be repurchased by the LLC (and/or one or more of its assignees) shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Call Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the LLC (and/or one or more of its assignees) has elected to purchase, the LLC (and/or one or more of its assignees) shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities, pro rata according to the number of Executive Securities held of record by each such other holder at the time of delivery of the Call Notice. The number of Unvested Securities and Vested Securities to be repurchased hereunder shall be deemed to be allocated among Executive and the other holders of repurchased Executive Securities (if any) pro rata according to the number of Executive Securities to be purchased from such persons.

Exercise of Call Option. The LLC (by action of the Board) may elect to purchase (and/or elect to give one or more assignees of the LLC the right to elect to purchase) all or any portion of the Executive Securities by delivering written notice (the “Call Notice”) to the holder or holders of such Executive Securities within sixty (60) days after (i) May 1, 2000, if Executive fails to become an employee of any of the Company Parties prior to such date for any reason, or (ii) termination of Executive’s employment with the Company Parties. The Call Notice shall set forth the number, type, and class of Executive Securities (including, if applicable, the number of Unvested Securities and/or Vested Securities) to be acquired from each such holder and, in the event that all of the Executive Securities to be repurchased are Unvested Securities, the time and place for the closing of the transaction, which date shall not be more than thirty (30) days nor less than five (5) days after the delivery of such Call Notice; provided that the LLC or any other purchaser may elect to require that such Transfer be consummated effective as of the first day of the next succeeding month. The Executive Securities to be repurchased by the LLC (and/or one or more of its assignees) shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Call Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the LLC (and/or one or more of its assignees) has elected to purchase, the LLC (and/or one or more of its assignees) shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities, pro rata according to the number of Executive Securities held of record by each such other holder at the time of delivery of the Call Notice. The number of Unvested Securities and Vested Securities to be repurchased hereunder shall be deemed to be allocated among Executive and the other holders of repurchased Executive Securities (if any) pro rata according to the number of Executive Securities to be purchased from such persons.

Exercise of Call Option. The Investors LLC (by action of the Board) may elect to purchase (and/or elect to give one or more assignees of the Investors LLC the right to elect to purchase) all or any portion of the Executive Securities by delivering written notice (the “Call Notice”) to the holder or holders of such Executive Securities within sixty (60) days after termination of Executive’s employment with the Company Parties. The Call Notice shall set forth the number, type, and class of Executive Securities (including, if applicable, the number of Unvested Securities and/or Vested Securities) to be acquired from each such holder and, in the event that all of the Executive Securities to be repurchased are Unvested Securities, the time and place for the closing of the transaction, which date shall not be more than thirty (30) days nor less than five (5) days after the delivery of such Call Notice; provided that the Investors LLC or any other purchaser may elect to require that such Transfer be consummated effective as of the first day of the next succeeding month. The Executive Securities to be repurchased by the Investors LLC (and/or one or more of its assignees) shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Call Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Investors LLC (and/or one or more of its assignees) has elected to purchase, the Investors LLC (and/or one or more of its assignees) shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities, pro rata according to the number of Executive Securities held of record by each such other holder at the time of delivery of the Call Notice. The number of Unvested Securities and Vested Securities to be repurchased hereunder shall be deemed to be allocated among Executive and the other holders of repurchased Executive Securities (if any) pro rata according to the number of Executive Securities to be purchased from such persons.