Incentive Repurchase Election Sample Clauses

Incentive Repurchase Election. Upon a determination of the Board, Holdings LLC shall exercise its repurchase rights with respect to Subject Incentive Interests by delivering notice of such repurchase election to the Subject Incentive Holder within 12 months of such termination of services (or, if such repurchase is prohibited under the terms of indebtedness of Holdings LLC or any of its Subsidiaries during such 12-month period, within one month of the end of such restriction for so long as Holdings LLC has used commercially reasonable efforts to seek a waiver of such prohibition), and, upon delivery of such notice to the Subject Incentive Holder, the Subject Incentive Holder (and all Permitted Transferees thereof) shall be obligated to execute and deliver a customary equityholder release and repurchase agreement (in form and substance reasonably acceptable to the Board) and sell to Holdings LLC all Subject Incentive Interests held thereby, free and clear of all liens and encumbrances, at a repurchase price determined in accordance with Section 5.3(a).