Common use of Forfeiture; Repurchase Option Clause in Contracts

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary.

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units and Unvested Phantom Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units and Unvested Phantom Units, all Vested Incentive Units and Vested Phantom Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary.

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee Executive or any of EmployeeExecutive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units and Executive Capital Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided provided, that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, if such Separation results from Employer’s termination of Executive’s employment with Cause, then all Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) automatically (without any action by Executive or any of Executive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor pursuant to clause (i) of this Section 3(a).

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee Executive or any of EmployeeExecutive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided provided, that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, if such Separation results from Employer’s termination of Executive’s employment with Cause, then all Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) automatically (without any action by Executive or any of Executive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor pursuant to clause (i) of this Section 3(a).

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee Executive or one or more of Employee’s his transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee Executive or any of Employee’s his transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units and Executive Capital Units (whether held by Employee Executive or one or more of Employee’s his transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided provided, that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, if such Separation results from Employer’s termination of Executive’s employment with Cause, then all Executive Incentive Units (whether held by Executive or one or more of his transferees, other than the Company and the Investors) automatically (without any action by Executive or any of his transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor pursuant to clause (i) of this Section 3(a).

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will will, on the last day of the Termination Protected Period, be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefortherefor and provided further that during the Termination Protected Period Employee shall not be eligible to receive any amounts distributable pursuant to Section 4.1 of the LLC Agreement or otherwise with respect to such Units unless and until they become vested in accordance with Section 2 of this Agreement, and (ii) all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary.

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR InvestorsRepurchasing Unitholders) automatically (without any action by Employee Executive or any of EmployeeExecutive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor, and (ii) all Vested Incentive Units (whether held by Employee Executive or one or more of EmployeeExecutive’s transferees, other than the Company and the GTCR InvestorsRepurchasing Unitholders) will be subject to a right of repurchase by the Company and the GTCR Investors Repurchasing Unitholders pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided provided, that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, if such Separation results from Employer’s termination of Executive’s employment with Cause, then all Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Repurchasing Unitholders) automatically (without any action by Executive or any of Executive’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor pursuant to clause (i) of this Section 3(a).

Forfeiture; Repurchase Option. In the event of a Separation, (i) all Unvested Incentive Units and Unvested Phantom Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will will, on the last day of the Termination Protected Period, be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefortherefor and provided further that during the Termination Protected Period Employee shall not be eligible to receive any amounts distributable pursuant to Section 4.1 of the LLC Agreement or otherwise with respect to such Units unless and until they become vested in accordance with Section 2 of this Agreement, and (ii) all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) will be subject to a right of repurchase by the Company and the GTCR Investors pursuant to the terms and conditions in this Section 3 (the “Repurchase Option”). In the event of a Separation that results from Employer’s termination of Employee’s employment with Cause or from the Employee’s resignation, then, in addition to the forfeiture of all Unvested Incentive Units, all Vested Incentive Units (whether held by Employee or one or more of Employee’s transferees, other than the Company and the GTCR Investors) automatically (without any action by Employee or any of Employee’s transferees) will be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor. The Company may assign its repurchase rights set forth in this Section 3 to any Person; provided that if there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the securities of such Subsidiary.